Exhibit 10.37


 


NANOVIBRONIX, INC.

105 Maxess Road, Suite S124


Melville, NY 11747


(631) 574-4410


March 25, 2015


 


AYTA Consulting, LLC (“AYTA”)


805 Third Avenue, 15th Floor


New York, NY 10022


Attention: Paul Packer


 


Re: Consulting Agreement – Letter Amendment
and Warrant


 


Dear AYTA:


 


Reference is made to that
certain Consulting Agreement, dated as of February 25, 2014 (the “Consulting Agreement”), by and between
NanoVibronix, Inc., a Delaware corporation (the “Company”), and AYTA, pursuant to which the Company retained
AYTA to provide certain consulting services in connection with the operation and conduct of the Company’s business. All capitalized
terms in this letter (the “Letter Agreement”) shall have the meanings assigned to them under the Award
Agreement, unless otherwise defined herein. Except as otherwise indicated, information in this Letter Agreement reflects a one-for-seven
reverse split of the Common Stock that occurred on May 7, 2014.


 


In consideration of services
rendered pursuant to the Consulting Agreement, the Company desires to grant to AYTA a five-year warrant to purchase 61,000 shares
of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an exercise price
of $2.57 per share, in substantially the form attached hereto as Exhibit A (the “Warrant”). Amendments
or modifications may be made to the Consulting Agreement by written instrument signed by the Company and AYTA. By signature and
countersignature below, the Company and AYTA agree to the following:


 


		1)	Effective as of the date hereof, the Consulting Fee set forth in Section 3 of the Consulting Agreement
is hereby amended to include the issuance of the Warrant to AYTA, subject to the terms and conditions of the Warrant attached hereto
as Exhibit A.



 


		2)	Except as otherwise modified pursuant to the paragraph above, no other changes or modifications
to the Consulting Agreement are intended or implied and in all other respects the Consulting Agreement is specifically deemed ratified,
restated and confirmed by the parties hereto, effective as of the date hereof. To the extent that there exists any conflict between
the terms of this Letter Agreement and the Consulting Agreement, the terms of this Letter Agreement shall control. This Letter
Agreement, together with the Consulting Agreement, shall be read and construed as one agreement.



 


Please return an executed,
counter-signed copy of this Letter Agreement to the Company.


 


[Signature Page Follows] 


 




    	 



    	 



    

 


[Signature Page to Side Letter]


 


	 	Very truly yours,
	 	 
	 	NanoVibronix, Inc.
	 	 
	 	By: 	/s/ William Stern, Ph.D.
	 	Name:   	William Stern, Ph.D.
	 	Title:	Chief Executive Officer


 


Acknowledged and Agreed:


 


	AYTA Consulting, LLC:	 
	 	 
	By:  	/s/ Paul Packer	 
	 	Name: Paul Packer	 
	 	Title:   Managing Member	 


 




    	 



    	 



    

  


Exhibit A


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


NanoVibronix,
Inc.


 


Warrant
To Purchase Common Stock


 


Warrant No.:       2015-1


Date of Issuance: March 25, 2015 (“Issuance
Date”)


 


NanoVibronix, Inc., a Delaware
corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, AYTA Consulting, LLC, the registered holder hereof or its permitted assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase
Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times
after the date hereof, but not after 11:59 p.m., New York time, on March 25, 2020, sixty-one thousand (61,000) (subject to adjustment
as provided herein) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”).


 


1.          EXERCISE
OF WARRANT.


 


(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day after the
Issuance Date, in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached
hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this
Warrant. Within one (1) Business Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the
Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares
as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in the manner set forth in
Section ‎1‎(c) below. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise
hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same
effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining
number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have
the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms
hereof. On or before the first (1st) Business Day following the date on which the Company has received an Exercise
Notice and payment of the Aggregate Exercise Price for the number of Warrant Shares for which this Warrant was so exercised, the
Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the
Company’s transfer agent for the Warrant Shares, if any. On or before the third (3rd) Business Day following
the date on which the Company has received such Exercise Notice and payment of the Aggregate Exercise Price for the number of
Warrant Shares for which this Warrant was so exercised, the Company shall issue and deliver to the Holder or, at the Holder’s
instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier
to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register
in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice and payment of the Aggregate
Exercise Price for the number of Warrant Shares for which this Warrant was so exercised, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant Shares.


 






    	 



    	 



    

 


(b)          Exercise
Price. For purposes of this Warrant, “Exercise Price” means $2.57 per Warrant Share, subject to
adjustment as provided herein.


 


(c)          Payment
of Exercise Price.  The Holder shall pay the Exercise Price (i) in cash in immediately available funds or (ii) through a “cashless
exercise,” in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


	 	
         

        X=
	 
	 	 	 
	Where	X=	the number of Warrant Shares to be issued to the Holder.
	 	 	 
	 	Y=	the number of Warrant Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
	 	 	 
	 	A=	the Exercise Price.
	 	 	 
	 	B=	the Per Share Market Value of one Warrant Share on the Business Day immediately preceding the date of such election.


 


For purposes of Rule 144
promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be
deemed to have commenced, on the date this Warrant was originally issued.


 


(d)          Fractional
Shares.  The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this
Warrant, the number of Warrant Shares to be issued will be rounded up to the nearest whole share.


 






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(e)          Insufficient
Authorized Shares. From and after the Issuance Date, the Company shall at all times keep reserved for issuance under this
Warrant a number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of
Common Stock hereunder. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains
outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock (an “Authorized
Share Failure”) to satisfy its obligation to reserve for issuance upon exercise of this Warrant (the “Required
Reserve Amount”), then the Company shall promptly take all action necessary to increase the Company’s authorized
shares of Common Stock, as applicable, to an amount sufficient to allow the Company to reserve the Required Reserve Amount. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts
to solicit its stockholders’ approval of such increase in authorized shares of Common Stock, and to cause its board of directors
to recommend to the stockholders that they approve such proposal.


 


(f)          Holder’s
Exercise Limitations.  The Company shall not affect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s Affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own
in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned
by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. 
Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder
that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith.   To the extent
that the limitation contained in this Section 1(f) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall
be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of
which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination.   In addition, a determination as to
any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder.  For purposes of this Section 1(f), in determining the number of outstanding shares
of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the
Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and
in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this
Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The
“Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon
not less than 61 days’ prior written notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant held by the Holder and the provisions of this Section 1(f) shall continue to apply.  Any such increase or decrease
will not be effective until the 61st day after such written notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant. The Beneficial Ownership Limitation provisions of
this Section 1(f) may be waived at the election of the Holder upon not less than 61 days’ prior written notice to the Company.
Any such waiver will not be effective and the provisions of this paragraph shall continue to apply until the 61st day (or later,
if stated in the notice) after such notice of waiver is delivered to the Company. Unless earlier waived, the provisions of this
Section 1(f) shall expire and be of no further force or effect as of March 24, 2020.


 






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2.          ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.


 


(a)          Stock
Dividends, Subdivisions and Combinations. Without limiting any provision of Section ‎3, if the Company, at any time after
the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger
number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding
shares of Common Stock into a smaller number of shares, then in each such case (A) the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and (B) the number
of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening
of such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.
If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is used in any calculation
hereunder, then in such calculation such Exercise Price shall be adjusted appropriately to reflect such event.


 


(b)          Issuance
of Additional Shares of Stock. In the event the Company shall at any time following the Issuance Date issue or sell any share
of Common Stock (otherwise than as provided in Section 2(a) hereof or pursuant to Common Stock Equivalents granted or issued prior
to the Issuance Date) (an “Additional Share of Stock”) at a price per share less than the Exercise Price
then in effect, or without consideration (in which case such Additional Shares of Stock shall be deemed to have been issued at
a price per share of $0.001 per share), the Exercise Price then in effect upon each such issuance shall be decreased to the price
equal to the consideration per share paid for such Additional Share of Stock, and the number of Warrant Shares for which this Warrant
is exercisable shall be increased such that the Aggregate Exercise Price payable hereunder, after taking into account the decrease
in the Exercise Price, shall be equal to the Aggregate Exercise Price prior to such adjustment.


 






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(c)          Issuance
or Modification of Common Stock Equivalents. In the event the Company shall, at any time following the Issuance Date: (i) issue
or sell any Common Stock Equivalent with an exercise or conversion price less than the Exercise Price then in effect, or (ii) modify
the conversion or exercise price of any Common Stock Equivalent issued prior to, on or after the Issuance Date, to an exercise
or conversion price less than the Exercise Price then in effect, the Exercise Price then in effect shall be decreased to the exercise
or conversion price of such Common Stock Equivalent, and the number of Warrant Shares for which this Warrant is exercisable shall
be increased such that the Aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price,
shall be equal to the Aggregate Exercise Price prior to such adjustment.


 


(d)          Certain
Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer shall not be required to make any adjustment to
the Exercise Price pursuant to Sections 2(b) or 2(c) hereof upon (i) securities issued (other than for cash) in connection with
a merger, acquisition, or consolidation, (ii) securities issued pursuant to the exercise or conversion of Common Stock Equivalents
issued prior to the Issuance Date (but such exception shall not affect the obligation to decrease the Warrant Price if required
by Section 2(c)(ii) hereof), (iii) securities issued in connection with bona fide strategic license agreements or other partnering
arrangements so long as such issuances are not for the purpose of raising capital and (iv) Common Stock issued or options to purchase
Common Stock granted, in each case, pursuant to the Company’s stock option plans and employee stock purchase plans that have
been approved for adoption by the Company’s board of directors and stockholders.


 


3.          FUNDAMENTAL
TRANSACTIONS.


 


(a)          Fundamental
Transactions. Prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock
are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate
Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to
receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior
to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property) issuable
upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any
other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled
to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the
applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant
to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.


 


(b)          Application.
The provisions of this Section ‎3 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events.


 


4.          NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of the Company’s certificate of incorporation,
the Company’s bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as
may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect and (ii) shall take all such actions as may be reasonably necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 






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5.          WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section ‎5, the Company shall provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


6.          REISSUANCE
OF WARRANTS.


 


(a)          Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section ‎6‎(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section ‎6‎(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)          Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder satisfactory
to the Company and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and
deliver to the Holder a new Warrant (in accordance with Section ‎6‎(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.


 


(c)          Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section ‎6‎(d)) representing in the aggregate the right to
purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants
for fractional shares of Common Stock shall be given.


 


(d)          Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Sections ‎6‎(a)
or ‎6‎(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.


 






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7.          NOTICES.
Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Warrant
shall be given or delivered by one party to the other in accordance with the notice provisions of the Consulting Agreement by and
between the Company and Holder dated February 25, 2014.


 


8.          NOTICES
OF CERTAIN CORPORATE ACTIONS. The Company shall provide the Holder with prompt written notice of all actions taken pursuant
to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality
of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price
and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and
(ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any
dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder and
(iii) at least ten (10) Business Days prior to the consummation of any Fundamental Transaction.


 


9.          AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party.


 


10.         SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


11.         GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York.


 






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12.         REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization
concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments,
exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as
expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of
this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information
and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance
with the terms and conditions of this Warrant (including, without limitation, compliance with Section ‎2 hereof). The issuance
of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to
the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required
to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name
other than the Holder or its agent on its behalf.


 


13.         TRANSFER.
This Warrant may not be offered for sale, sold, transferred or assigned by the Holder except in a manner consistent with the restrictive
legend on the first page of this Warrant; provided, however, that no such assignment shall relieve the Holder of
its obligations hereunder if such assignee fails to perform such obligations.


 


14.         CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)          “Affiliate”
means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is
under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act.
With respect to a Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment
manager as such Holder will be deemed to be an Affiliate of such Holder.


 


(b)          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the city of New York, New
York are authorized or required by law to remain closed.


 


(c)          “Common
Stock” means the common stock of the Company.


 


(d)          “Common
Stock Equivalent” means any Convertible Security or warrant, Option or other right to subscribe for or purchase any
Additional Shares of Common Stock or any Convertible Security.


 


(e)          “Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances,
directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any shares of Common Stock.


 






    	8



    	 



    

 


(f)          “Fundamental
Transaction” means that (i) the Company or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its subsidiaries is the surviving
corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the
Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company
(not including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination),
or (5) reorganize, recapitalize or reclassify the Common Stock, or (ii) any “person” or “group” (as these
terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented
by issued and outstanding Voting Stock of the Company.


 


(g)          “Per
Share Market Value” means on any particular date (a) the closing sales price per share of the Common Stock on such
date on any registered national securities exchange on which the Common Stock is then listed, or if there is no such closing sales
price on such date, then the closing sales price on such exchange on the date nearest preceding such date, or (b) if the Common
Stock is not then listed on a registered national securities exchange, the closing sales price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or the OTC Markets Group, Inc. (or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then
reported by the OTC Bulletin Board or the OTC Markets Group, Inc. (or similar organization or agency succeeding to its functions
of reporting prices), the fair market value of a share of Common Stock as determined by the Company’s board of directors,
acting in good faith. In determining the fair market value of any shares of Common Stock no consideration shall be given to any
restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or
absence of, or any limitations on, voting rights.


 


(h)          “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(i)          “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(j)          “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof
have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers
or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).


 


[signature page follows]


 




    	9



    	 



    

 


IN WITNESS WHEREOF,
the Company and the Holder have caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out
above.


 





	 	NanoVibronix, Inc. 
	 	 
	 	By:	
	 	 	Name: William Stern
	 	 	Title: Chief Executive Officer
	 	 
	 	AYTA CONSULTING, LLC
	 	 
	 	By:	
	 	 	Name: Paul Packer
	 	 	Title: Managing Member


   




    	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


NanoVibronix,
Inc.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of NanoVibronix, Inc., a Delaware corporation (the “Company”), evidenced by Warrant No. _______ (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1.          Payment
of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


2.          Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:


 


_______________________


_______________________


_______________________


_______________________


 


	Date: _______________ __, ______	 
	 	 
	 	 
	Name of Registered Holder	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: