EXHIBIT 10.19


 


 


 





SECOND AMENDMENT TO


 


SUBSCRIPTION AGREEMENT


 


SERIES B CONVERTIBLE PREFERRED STOCK


 


AND WARRANTS


 


This Second
Amendment to Subscription Agreement for Series B Convertible Preferred Stock and Warrants (this
“Amendment”) is made as of February 28, 2014, by and among Nano Vibronix, Inc., a Delaware
corporation (the “Company”), and the persons who execute this Amendment (the “Majority
Holders”).


 


W I T N E S S E T H :


 


WHEREAS, the Company
and the holders of the Company’s Convertible Promissory Notes convertible into shares of Series B-2 Participating Convertible
Preferred Stock (the “Series B-2 Notes”) and the Company’s Series B-2 Participating Convertible Preferred
Stock Warrants (the “Warrants”) are parties to that certain Subscription Agreement for Series B Convertible
Preferred Stock and Warrants, dated March 2009, as amended by that certain First Amendment to Subscription Agreement for Series
B Convertible Preferred Stock, dated November 14, 2011 (as amended, the “Subscription Agreement”); and


 


WHEREAS, pursuant to
Section 5.8 of the Subscription Agreement, the Subscription Agreement may be amended with the written consent of the Company and
the holders of a majority of the aggregate then-outstanding Shares (as defined in the Subscription Agreement) and any such amendment
shall be binding upon each holder of any securities purchased under the Subscription Agreement, each future holder of all such
securities, and the Company; and


 


WHEREAS, the Majority
Holders hold (i) a majority of the aggregate currently-outstanding principal amount of the Series B-2 Notes and (ii) Warrants exercisable
for a majority of the shares of Series B-2 Participating Convertible Preferred Stock for which the Warrants, in the aggregate,
are currently exercisable; and


 


WHEREAS, pursuant to
Section 5.a of the Series B-2 Notes, the Series B-2 Notes may be amended as provided in the Subscription Agreement; and


 


WHEREAS, pursuant to
Section 11 of the Warrants, the Warrants and any term thereof may be changed, waived, discharged or terminated as provided in the
Subscription Agreement; and


 


WHEREAS, the Company
and the Majority Holders desire to amend the Subscription Agreement to provide that the Series B-2 Notes may be amended with the
written consent of the Company and the holders of a majority of the aggregate then-outstanding principal amount of the Series B-2
Notes; and


 


WHEREAS, the Company
and the Majority Holders desire to amend the Subscription Agreement to provide that the Warrants and any term thereof may be changed,
waived, discharged or terminated with the written consent of the Company and the holders of Warrants exercisable for a majority
of the securities for which the Warrants, in the aggregate, are then-currently exercisable;


 





 






    	 



    	 



    

 


 





NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties hereto, intending legally to be bound, hereby
agree as follows:


 


1.Section 5.8 of
the Subscription Agreement is hereby deleted in its entirety and replaced with the following:


 


			Amendments and Waivers. Any provision of this Agreement may be amended and the
                                                                                    observance of any provision of this Agreement may be waived (either generally or in a particular instance and either
                                                                                    retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the
                                                                                    aggregate then-outstanding securities purchased under this Agreement or securities into or for which the securities purchased
                                                                                    under this Agreement have been converted or exchanged (the “Then-Outstanding Securities”). With respect to
                                                                                    any Then-Outstanding Securities that are notes, any provision of such notes may be amended with the written consent of the
                                                                                    Company and the holders of a majority of the aggregate then-outstanding principal amount of the notes. With respect to any
                                                                                    Then-Outstanding Securities that are warrants, the warrants and any term thereof may be changed, waived, discharged or
                                                                                    terminated with the written consent of the Company and the holders of such warrants exercisable for a majority of the
                                                                                    securities for which such warrants, in the aggregate, are then-currently exercisable. Any amendment or waiver effected in
                                                                                    accordance with this Section shall be binding upon each holder of any Then-Outstanding Securities at the time outstanding
                                                                                    (including the Underlying Shares or other securities into or for which such securities are convertible or exercisable), each
                                                                                    future holder of all such Then-Outstanding Securities, and the Company.



 


2.This Amendment
shall be effective upon its execution by the Company and the Majority Holders.


 


3.This Amendment
may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any
of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature
page to this Amendment by telecopier or by electronic mail (in portable document format (“PDF”)) shall be effective
as delivery of a manually executed counterpart of this Amendment.


 


4.This Amendment
shall be governed by and construed according to the laws of the State of Delaware, without regard to the conflict of laws provisions
thereof.


 


 





[Signature page follows]


 


  




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IN WITNESS WHEREOF
the parties have signed this Amendment as of the date first written above.


 


 





	NANO VIBRONIX, INC.	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:  	/s/ Harold Jacob	 	 
	 	Name:  	Harold Jacob	 	 
	 	Title: 	Chief Executive Officer	 	 





 


 





HOLDERS


 


/s/ W.B. Nominees Limited


/s/ Walker Crips Stockbroker Ltd.


/s/ T.D.K. Simond


/s/ David Naylor-Leyland


/s/ Ian Harrison


/s/ Mark Nixon


/s/ Ira Greenstein


/s/ IDT Corporation


/s/ Orin Hirschman


/s/ Paul Packer


/s/ Jonathan Kahan


/s/ Judah Schorr


/s/ Miriam Winder Kelly


/s/ Bezalel Perl


/s/ Medical Instrument Development Inc.


/s/ Globis Overseas Fund, Ltd.


/s/ A. Chris Tupker


/s/ David Kreinberg


/s/ American Investments Limited


/s/ Joseph Bronner


/s/ Steven Zullar


/s/ Globis Capital Partners, LP