Exhibit
10.1


 


seventh
AMENDMENT TO NOTE AND SECURITY AGREEMENT


 


THIS
seventh Amendment (THE “SEVENTH
AMENDMENT”) DATED July 27, 2018 to THE Note and Security Agreement (THE “AGREEMENT”)
dated AS OF March 31, 2010, and as amended on March 14, 2011 (the “First Amendment”),
July 29, 2011 (the “Second amendment”), MAY 30, 2012 (THE “tHIRD AMENDMENT”), April 8, 2013 (the “Fourth
Amendment”), July 27, 2015 (THE “FIFTH AMENDMENT”) and july 20, 2017 (the “sixth amendment”) AMONG
NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”)
AND HSU GAMMA INVESTMENTS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT,
ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT, THIRD AMENDMENT, FOURTH AMENDMENT, FIFTH AMENDMENT, SIXTH AMENDMENT, AND SEVENTH
AMENDMENT SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.


 


RECITALS


 


WHEREAS,
Borrower and Lender (collectively, the “Parties”) are parties to the Agreement which became effective on March 31,
2010 and which was amended by the First Amendment on March 14, 2011, by the Second Amendment on July 29, 2011, by the Third Amendment
on May 30, 2012, by the Fourth Amendment on April 8, 2013, by the Fifth Amendment on July 27, 2015 and Six Amendment on July 20,
2017; and


 


WHEREAS,
the Borrower and Lender entered into the Sixth Amendment which extended the Maturity Date (as originally defined in the Agreement)
until July 31, 2018, and


 


WHEREAS,
the Borrower and Lender which to extend the Maturity Date from July 31, 2018 until July 31, 2020, and


 


NOW
THEREFORE, in consideration of the mutual covenants and promises contained in the Agreement and this Seventh Amendment and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree
as follows:


 


AMENDMENT


 


1.
Section 3 of the Amended Agreement is hereby amended and restated in its entirety as follows:


 


Payments
of Obligations, including Principal and Interest. The principal amount of the Loan evidenced hereby, together with any accrued
and unpaid interest, and any and all the Obligations, including unpaid costs, fees and expenses accrued, such as Lender’s
Expenses, shall be due and payable in full on July 31, 2020 (the “Maturity Date”).


 




    	 



    	 



    

 


2.
Governing Law. This Seventh Amendment shall be governed by the laws of the State of Florida without regard to its conflict
of laws rules or principles.


 


3.
Amendments. Except as expressly amended hereby, the Agreement, the First Amendment, Second Amendment, Third Amendment, Fourth
Amendment, Fifth Amendment and Sixth Amendment shall remain unmodified and in full force and effect.


 


4.
Entire Agreement. This Seventh Amendment and the Amended Agreement and any schedules or exhibits attached to the Agreement
constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings
and writings between the Parties relating thereto.


 


5.
Interpretation. Any capitalized terms used in this Seventh Amendment but not otherwise defined shall have the meaning provided
in the Agreement.


 


6.
Counterparts. This Seventh Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile
by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective
when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.


 


IN
WITNESS WHEREOF, Borrower has duly executed this Seventh Amendment to the Note and Security Note as of the day and year first
above written.


 


	 	 	 	NON-INVASIVE
    MONITORING SYSTEMS, INC. 
	 	 	 	 	 
	 	 	 	By:	/s/
                                         James J. Martin

	 	 	 	Name:	James
    J. Martin
	 	 	 	Title:	Chief
    Financial Officer
	 	 	 	 	 
	Agreed
    and Accepted:	 	 	 
	 	 	 	 	 
	FROST
    GAMMA INVESTMENTS TRUST	 	 	 
	 	 	 	 	 
	By:	/s/
                                         Phillip Frost, M.D.
	 	 	 
	Name:	Phillip
    Frost, M.D.	 	 	 
	Title:	Trustee	 	 	 
	 	 	 	 	 
	HSU
    GAMMA INVESTMENTS, L.P.	 	 	 
	 	 	 	 	 
	By:	/s/
                                         Jane H. Hsiao, Ph.D.
	 	 	 
	Name:	Jane
                                         H. Hsiao, Ph.D.

        
	 	 	 
	Title:	General
    Partner