Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT





THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2019, by and among NanoVibronix,
Inc., a Delaware corporation with headquarters located at 525 Executive Boulevard Elmsford, New York 10523 (the “Company”),
and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the
“Investors”).


 


BACKGROUND


 


A.
The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506
of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the
“SEC”) under the Securities Act.


 


B.
Each Investor, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions
stated in this Agreement, that number of shares of the Preferred Stock (as hereinafter defined) and Warrants (as hereinafter
defined), to acquire up to that number of shares of Preferred Stock set forth on such Investor’s signature page to this
Agreement, which in aggregate shall equal up to 250,000 shares of Preferred Stock for a purchase price per share equal to
$2.00, and Warrants to purchase an aggregate of 250,000 shares of Preferred Stock. The Company’s agreement with each
Investor is a separate agreement, and the sale and issuance of the Preferred Stock and Warrant to each Investor is a separate
sale and issuance


 


C.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:


 


ARTICLE
I

DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:


 


“8-K
Filing” has the meaning set forth in Section 4.4.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Amended
and Restated Certificate of Designation” means the amended and restated certificate of designation of the Preferred
Stock to be filed prior to the Initial Closing by the Company with the Secretary of State of the State of Delaware
substantially in the form of Annex B.




 


“Business
Day” means any day other than Saturday, Sunday, any day which shall be a federal legal holiday in the United States
or any day on which banking institutions in The State of New York are authorized or required by law or other governmental action
to close.


 




     


     


    

 


“Closing”
has the meaning set forth in Section 2.1(a).


 


“Closing
Date” has the meaning set forth in Section 2.1(a).


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share.


 


“Company”
has the meaning set forth in the Preamble.


 


“Conversion
Shares” has the meaning set forth in the Amended and Restated Certificate of Designation.


 


“Disqualification
Event” has the meaning set forth in Section 3.1(g).


 


“Effective
Date” means the date that a Registration Statement is first declared effective by the SEC.


 


“Effectiveness
Period” has the meaning set forth in Section 5.1(b).


 


“Eligible
Market” means any of the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market or OTC Markets.


 


“Event”
has the meaning set forth in Section 5.1(e).


 


“Event
Payments” has the meaning set forth in Section 5.1(e).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Date” means the date that is sixty (60) days after the Stockholder Approval Date or, if such date is not a Business
Day, the next date that is a Business Day.


 


“Indemnified
Party” has the meaning set forth in Section 5.5(c).


 


“Indemnifying
Party” has the meaning set forth in Section 5.5(c).


 


“Initial
Closing” has the meaning set forth in Section 2.1(a).


 


“Initial
Closing Date” has the meaning set forth in Section 2.1(a)


 


“Investor”
has the meaning set forth in the Preamble.


 


“Issuer
Covered Person” has the meaning set forth in Section 3.1(g).


 


“Lien”
means any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction.


 


“Losses”
means any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable
attorneys’ fees.





 


“Material
Adverse Effect” means any of (i) a material adverse effect on the results of operations, assets, business, prospects
or financial condition of the Company and the Subsidiaries taken as a whole on a consolidated basis, (ii) an adverse impairment
of the Company’s ability to perform its obligations under any of the Transaction Documents or (iii) an adverse effect on
the legality, validity or enforceability of any of the Transaction Documents, provided, that none of the following alone shall
be deemed, in and of itself, to constitute a Material Adverse Effect: (y) a change in the market price or trading volume of the
Common Stock or (z) changes in general economic conditions or changes affecting the industry in which the Company operates generally
(as opposed to Company-specific changes) so long as such changes do not have a disproportionate effect on the Company and its
Subsidiaries taken as a whole.


 






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


 


“Preferred
Stock” means up to 1, [          ] shares of the
Company’s Series E Convertible Preferred Stock issued hereunder or pursuant to the Warrants and having the rights,
preferences and privileges set forth in the Amended and Restated Certificate of Designation, in the form of Annex
B hereto.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition),
whether commenced or threatened in writing.


 


“Prospectus”
means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, as amended
or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities
covered by the Registration Statement, and all other amendments and supplements to the Prospectus including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means the Conversion Shares issued or issuable pursuant to the Preferred Stock, together with any securities
issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the
foregoing.


 


“Registration
Statement” means each registration statement required to be filed under Article VI, including (in each case) the
Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments,
all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration
statement.


 


“Regulation
D” has the meaning set forth in the Preamble.


 


“Required
Effectiveness Date” means the date which is, (i) if there is no review of the Registration Statement by the SEC, one
hundred and twenty (120) days after the Stockholder Approval Date or, if such date is not a Business Day, the next date that is
a Business Day, or, (ii) if there is a review of the Registration Statement by the SEC, one hundred and fifty (150) days after
the date of the Stockholder Approval Date or, if such date is not a Business Day, the next date that is a Business Day.


 


“Rule 144,”
“Rule 415,” “Rule 424,” and “Rule 430A” means Rule 144,
Rule 415, Rule 424 and Rule 430A, respectively, promulgated by the SEC pursuant to the Securities Act, as such Rules
may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same
effect as such Rule.


 


“SEC”
has the meaning set forth in the Preamble.


 




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“SEC
Comments” means written comments pertaining solely to Rule 415 which are received by the Company from the SEC, and a
copy of which shall have been provided by the Company to the Investors, to a filed Registration Statement which require the Company
to limit the amount of Registrable Securities which may be included therein to a number of Registrable Securities, which is less
than such amount sought to be included thereon as filed with the SEC.


 


“Securities”
means the Preferred Stock, the Warrants and the Conversion Shares.


 


“Securities
Act” has the meaning set forth in the Preamble.


 


“Stockholder
Approval” has the meaning set forth in Section 4.5.


 


“Stockholder
Approval Date” has the meaning set forth in Section 4.5.


 


“Stockholder
Meeting” has the meaning set forth in Section 4.5.


 


“Stockholder
Resolutions” has the meaning set forth in Section 4.5.


 


“Subsequent
Closing Date” has the meaning set forth in Section 2.1(b).


 


“Subsidiary”
means NanoVibronix Ltd.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTCQX or OTCQB), or (ii)
if the Common Stock is not listed or quoted on a Trading Market (other than the OTCQX or OTCQB), a day on which the Common Stock
is traded in the over-the-counter market, as reported by the OTCQX or OTCQB, or (iii) if the Common Stock is not listed or quoted
on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by OTC Markets Group
Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that
the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market or OTCQX or OTCQB on which the Common Stock is listed or quoted for trading on the date in question.


 


“Transaction
Documents” means this Agreement, the schedules and exhibits attached hereto, the Amended and Restated Certificate
of Designation and the Warrants.


 


ARTICLE
II

PURCHASE AND SALE


 


2.1
Closing.


 


(a)
The purchase, sale and issuance of the Preferred Stock and the Warrants shall take place at one or more closings (each of which
is referred to in this Agreement as a “Closing” and the date of each is referred to in this Agreement as a
“Closing Date”). The initial Closing (the “Initial Closing”) shall take place at the offices
of Troutman Sanders LLP, 875 Third Avenue, New York, New York 10022, or such other location as the parties shall mutually agree
no later than the second business day following the satisfaction or waiver of the conditions provided in Article VI of this Agreement
(“Initial Closing Date”).


 




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(b)
If less than all of the Preferred Stock and Warrants are sold and issued at the Initial Closing, then, subject to the terms and
conditions of this Agreement, the Company may sell and issue at one or more subsequent closings (each, a “Subsequent
Closing”), within thirty (30) days after the Initial Closing, up to the balance of the unissued Preferred Stock and
Warrants to such persons or entities as may be approved by the Company in its sole discretion. Any such sale and issuance in a
Subsequent Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, upon
execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the other Transaction
Documents, without the need for an amendment to any of the Transaction Documents except to add such person’s or entity’s
name to the appropriate exhibit to such Transaction Documents, and shall have the rights and obligations hereunder and thereunder,
in each case as of the date of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time
and place as shall be approved by the Company in its sole discretion.


 


2.2
Closing Deliveries.


 


(a)
At each Closing, the Company shall deliver or cause to be delivered to each Investor the following:


 


(i)
one or more certificates evidencing a number of shares of Preferred Stock set forth on such Investor’s signature page to
this Agreement, registered in the name of such Investor, and evidence of the filing and acceptance of the Amended and Restated Certificate of Designation
from the Secretary of State of Delaware;


 


(ii)
a Warrant, duly executed by the Company, to purchase such number of shares of Preferred Stock set forth in such Investor’s
signature page to this Agreement, registered in the name of such Investor.


 


(b)
At each Closing, each Investor shall deliver or cause to be delivered to the Company the aggregate purchase price set forth on
such Investor’s signature page to this Agreement in United States dollars and in immediately available funds, by wire transfer
to an account designated in writing to such Investor by the Company for such purpose.







 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


3.1
Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors:


 


(a)
Subsidiary. The Company owns or controls, directly or indirectly, all of the capital stock or comparable equity interests
of the Subsidiary free and clear of any Lien and all issued and outstanding shares of capital stock or comparable equity interest
of the Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights.


 


(b)
Organization and Qualification. Each of the Company and the Subsidiary is an entity duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, with the requisite legal authority to own and use its
properties and assets and to carry on its business as currently conducted. Neither the Company nor the Subsidiary is in violation
of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. The Company and the Subsidiary is duly qualified to do business and is in good standing as a foreign corporation or
other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse Effect.


 




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(c)
Authorization; Enforcement. The Company has the requisite corporate authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further consent or action
is required to be obtained or taken, as the case may be, by the Company, its Board of Directors or its stockholders. Each of the
Transaction Documents has been (or upon delivery will be) duly executed by the Company and is, or when delivered in accordance
with the terms hereof, will constitute, the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(d)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby do not, and will not, (i) conflict with or violate any
provision of the Company’s or the Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or the Subsidiary is a party or by which any property or asset
of the Company or the Subsidiary is bound, or affected, except to the extent that such conflict, default, termination, amendment,
acceleration or cancellation right would not reasonably be expected to have a Material Adverse Effect, or (iii) result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or the Subsidiary is subject (including, assuming the accuracy of the representations and warranties of the
Investors set forth in Section 3.2 hereof, federal and state securities laws and regulations and the rules and regulations
of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets),
or by which any property or asset of the Company or the Subsidiary are bound or affected.


 


(e)
Filings, Consents, and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents other than
(i) the filing of the Certificate of Designation with the applicable authorities of the State of Delaware, (ii) the filing with
the SEC of one or more Registration Statements in accordance with the requirements of this Agreement, (iii) the filing of a Notice
of Sale on Form D with the SEC, (iv) filings required by applicable state or blue sky securities laws, (v) the filing of any requisite
notices and/or application(s) to the Trading Market for the issuance and sale of the Securities, (vi) the filings or furnishings
required in accordance with Section 4.4 of this Agreement, and (vii) such filings and authorizations required in connection
with Stockholder Approval. Except as otherwise explicitly contemplated Section 4.5 of this Agreement, no approval from
the holders of outstanding shares of Common Stock is required by applicable law, the articles of incorporation or bylaws of the
Company or the rules of the Trading Market (that are effective on the Company) in connection with the Company’s issuance
and sale of the Securities to the Investors, including, without limitation, the conversion of the Preferred Stock.


 




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(f)
The Securities. The Preferred Stock is duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents (whether under this Agreement or upon exercise of the Warrants), will be duly and validly issued, fully
paid and nonassessable, free and clear of all Liens and will not be subject to preemptive or similar rights of stockholders (other
than those imposed by the Investors). The Conversion Shares are duly authorized and, when issued following Conversion of the Preferred
Stock, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and will not be subject to preemptive
or similar rights of stockholders (other than those imposed by the Investors). The Warrants, when duly executed and delivered
by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms.


 


(g)
No Disqualification Events. None of the Company and its predecessors and affiliated issuers, and the directors, executive
officers and other officers of the Company participating in the offering contemplated hereby, the beneficial owners of 20% or
more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, the promoters (as that
term is defined in Rule 405 under the Securities Act), if any, connected with the Company in any capacity at the time of sale,
and the Persons, if any, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in
connection with the sale of Securities (each, an “Issuer Covered Person”) is subject to any of the “Bad
Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to
a Disqualification Event. There are no matters that would have triggered disqualification under Rule 506(d)(1) under the Securities
Act that occurred before September 23, 2013.


 


(h)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Affiliates, nor any Person acting
on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D)
in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, or brokers’ commission (other than for persons engaged by any Investor or its investment
advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreement. The Company shall pay, and hold
each Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees
and out-of-pocket expenses) arising in connection with any such claim for fees arising out of the issuance of the Securities pursuant
to this Agreement.


 


(i)
Private Placement. Neither the Company nor any of its Affiliates nor, to the Company’s Knowledge, any Person acting
on the Company’s behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any
security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of
the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the
Company of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Transaction
Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval
provisions, including, without limitation, under the rules and regulations of any Trading Market. Assuming the accuracy of the
representations and warranties of the Investors set forth in Section 3.2, no registration under the Securities Act is required
for the offer and sale of the Securities by the Company to the Investors as contemplated hereby.


 




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(j)
Form S-3 Eligibility. The Company is eligible to register the Conversion Shares for resale by the Investors using Form
S-3 promulgated under the Securities Act.


 


(k)
Sarbanes-Oxley Act. The Company is in compliance in all material respects with applicable requirements of the Sarbanes-Oxley
Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder. The Company maintains disclosure controls
and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act).


 


(l)
Internal Accounting Control. Each of the Company and the Subsidiaries maintain effective internal control over financial
reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.


 


3.2
Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, represents
and warrants to the Company as follows:


 


(a)
No Public Sale or Distribution. Such Investor is acquiring the Securities in the ordinary course of business for its own
account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant
to sales registered under the Securities Act or under an exemption from such registration and in compliance with applicable federal
and state securities laws, and such Investor does not have a present arrangement to effect any distribution of the Securities
to or through any person or entity; provided, however, that by making the representations herein, such Investor
does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.


 


(b)
Investor Status. At the time such Investor was offered the Securities, it was, and at the date hereof it is, an “accredited
investor” as defined in Rule 501(a) under the Securities Act or a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act. Such Investor is not a registered broker dealer registered under Section 15(a) of the
Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc. or an entity engaged in the business of being a
broker dealer. Except as otherwise disclosed in writing to the Company on Exhibit A-2 (attached hereto) on or prior to
the date of this Agreement, such Investor is not affiliated with any broker dealer registered under Section 15(a) of the Exchange
Act, or a member of the Financial Industry Regulatory Authority, Inc. or an entity engaged in the business of being a broker dealer.


 


(c)
General Solicitation. Such Investor is not purchasing the Securities as a result of any advertisement, article, notice
or other communication regarding the Securities published in any newspaper, magazine or similar media, broadcast over television
or radio, disseminated over the Internet or presented at any seminar or any other general solicitation or general advertisement.


 


(d)
Experience of Such Investor. Such Investor, either alone or together with its representatives has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Investor understands that it must bear the
economic risk of this investment in the Securities indefinitely, and is able to bear such risk and is able to afford a complete
loss of such investment.


 




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(e)
Access to Information. Such Investor acknowledges that it has reviewed the Disclosure Materials and has been afforded:
(i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of
the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and each Subsidiary and their respective financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense
that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other
investigation conducted by or on behalf of such Investor or its representatives or counsel shall modify, amend or affect such
Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations
and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of the SEC Reports.


 


(f)
No Governmental Review. Such Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(g)
Restricted Securities. The Investors understand that the Securities are characterized as “restricted securities”
under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities
Act only in certain limited circumstances.


 


(h)
Legends. It is understood that, except as provided in Section 4.1(b) of this Agreement, certificates evidencing
the Securities will bear the legend set forth in Section 4.1(b).


 


(i)
No Legal, Tax or Investment Advice. Such Investor understands that nothing in this Agreement or any other materials presented
by or on behalf of the Company to the Investor in connection with the purchase of the Securities constitutes legal, tax or investment
advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary
or appropriate in connection with its purchase of the Securities. Such Investor understands that the Agent has acted solely as
the agent of the Company in this placement of the Securities, and that the Agent makes no representation or warranty with regard
to the merits of this transaction or as to the accuracy of any information such Investor may have received in connection therewith.
Such Investor acknowledges that he has not relied on any information or advice furnished by or on behalf of the Agent.


 


ARTICLE
IV

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
Each of the Investors covenants that the Securities will only be disposed of pursuant to an effective registration statement under,
and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements
of the Securities Act, and in compliance with any applicable state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or to the Company, the Company may require the transferor to provide
to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such transfer does not require registration under the Securities Act. Notwithstanding the foregoing,
the Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any such
legal opinion, except to the extent that the transfer agent requests such legal opinion, any transfer of Securities by an Investor
to an Affiliate of such Investor, provided that the transferee certifies to the Company that it is an “accredited investor”
as defined in Rule 501(a) under the Securities Act.


 




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(b)
The Investors agree to the imprinting, until no longer required by this Section 4.1(b), of the following legend on
any certificate evidencing any of the Securities:


 


THESE
SECURITIES [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES] [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH
SECURITIES.


 


4.2
Furnishing of Information. Until the date that any Investor owning Securities may sell all of them under Rule 144 of the
Securities Act (or any successor provision) without volume limitations and without the requirement that there be adequate current
public information with regards to the Company, the Company covenants to use its commercially reasonable efforts to timely file
(or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act. The Company further covenants that it will take such further action
as any holder of Securities may reasonably request to satisfy the provisions of this Section 4.2.


 


4.3
Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate thereof
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities to the Investors or that would be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market.


 




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4.4
Securities Laws Disclosure; Publicity. The Company shall, at or before 5:30 p.m., New York time, on or prior to the fourth
Trading Day following execution of this Agreement, issue a press release disclosing all material terms of the transactions contemplated
hereby. On or prior to the second Trading Day following execution of this Agreement, the Company shall file a Current Report on
Form 8-K with the SEC (the “8-K Filing”) describing the terms of the transactions contemplated by the Transaction
Documents and including as exhibits to such Current Report on Form 8-K the material Transaction Documents (including this Agreement
and the schedules hereto, and the names, and addresses of the Investors and the number of shares of Preferred Stock purchased),
in the form required by the Exchange Act. Thereafter, the Company shall timely file any filings and notices required by the SEC
or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Investors promptly after
filing. Except as herein provided, neither the Company nor any Subsidiary shall publicly disclose the name of any Investor, or
include the name of any Investor in any press release without the prior written consent of such Investor (which consent shall
not be unreasonably withheld or delayed), unless otherwise required by law, regulatory authority or Trading Market. Neither the
Company nor any Subsidiary shall, nor shall any of their respective officers, directors, employees and agents, provide any Investor
with any material nonpublic information regarding the Company or any Subsidiary from and after the issuance of the above referenced
press release without the express written consent of such Investor.


 


4.5
Stockholder Approval. The Company shall use commercially reasonable efforts to provide each stockholder entitled to vote
at a special meeting of stockholders of the Company (the “Stockholder Meeting”) a proxy statement soliciting
each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”)
providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with
applicable law and the rules and regulations of the Nasdaq Stock Market (such affirmative approval being referred to herein as
the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval
Date”), and the Company shall use its commercially reasonable efforts to solicit its stockholders’ approval of
such Stockholder Resolutions and shall cause the Board of Directors of the Company to recommend to the stockholders that they
approve such Stockholder Resolutions. The Company shall use its commercially reasonable efforts to cause the Stockholder Meeting
to be promptly called and held not later than ninetieth (90th) day following the Initial Closing Date. Each Investor
agrees to vote all shares of Common Stock it beneficially owns on the record date applicable to the Stockholder Meeting that are
eligible to vote in connection with the Stockholder Resolutions in favor of adopting the Stockholder Resolutions.


 


4.6
Use of Proceeds. The Company will use the net proceeds from the sale of the Preferred Stock for working capital and general
corporate purposes.


 


4.7
Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to each holder of Securities), a register for the Preferred Stock and the Warrants in which the
Company shall record the name and address of the Person in whose name the Preferred Stock and the Warrants have been issued (including
the name and address of each transferee), number of shares of Preferred Stock issuable upon conversion of the Warrants), the aggregate
number of shares of Preferred Stock held by such Person and the number of Conversion Shares issuable upon conversion of shares
of Preferred Stock held by such Person.


 


ARTICLE
V

REGISTRATION RIGHTS


 


5.1
Required Registration Statement.


 


(a)
As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC a Registration
Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule
415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable
Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities
Act and the Exchange Act).


 




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(b)
The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the
SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use
its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the
date that all Conversion Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without
volume limitations by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification
by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company
shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request
that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for
any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after
the Effective Date.


 


(c)
If the Company receives SEC Comments to a Registration Statement filed pursuant to Section 5.1(a), the Company shall be
obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities
requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the
Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to
the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable,
such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered
by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed
pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number
of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s
Registrable Securities relative to all outstanding Registrable Securities.


 


(d)
The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification
from the SEC that the Registration Statement has been declared effective.


 


(e)
Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until
the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty,
equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities purchased under this Agreement; provided,
however, that the total amount of payments pursuant to this Section 5.1(e) shall not exceed, when aggregated with all such
payments paid to all Investors under this Section 5.1(e), five percent (5%) of the aggregate purchase price of the Securities
purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e)
are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be
made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and
shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make
Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated
for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual
number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all
Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor
for its Securities and (ii) 5.0% of the purchase paid by such Investor for its Securities.


 




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For
such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to
be filed by Section 5.1(a) is not filed on or prior to the Filing Date; (ii) the Registration Statement required to be
filed by Section 5.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration
Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness
Period for more than 20 consecutive Trading Days in any twelve month period.


 


(f)
The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the
SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of
any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or
supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8.


 


(g)
Neither the Company nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities
of the Company in the Registration Statement required to be filed under Section 5.1(a) other than the Registrable Securities.


 


5.2
Effectiveness of Registration Statement. Notwithstanding anything in this Agreement to the contrary, the Company may, by
written notice to the Investors, suspend sales under a Registration Statement after the Effective Date thereof and/or require
that the Investors immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent
Registration Statement if the Board of Directors determines in good faith, by appropriate resolutions, that, the disclosure of
material non-public information concerning the Company (A) would be materially detrimental to the Company (other than as
relating solely to the price of the Common Stock) to maintain a Registration Statement at such time or (B) it is in the best
interests of the Company to suspend sales under such registration at such time. Upon receipt of such notice, each Investor shall
immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing
by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this
right be exercised to suspend sales beyond the period during which (in the good faith determination of the Company’s Board
of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company’s rights
under this Section 6.3 may be exercised for a period of no more than 20 Trading Days at a time and not more than three
times in any twelve-month period. Immediately after the end of any suspension period under this Section 5.2, the Company
shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable
Registration Statement and the ability of the Investors to publicly resell their Registrable Securities pursuant to such effective
Registration Statement.


 


5.3
Registration Procedures. In connection with the Company’s registration obligations under Sections 5.1, the Company
shall:


 


(a)
Not less than three Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or
supplement thereto, furnish via email to those Investors who have supplied the Company with email addresses copies of all such
documents and correspondence proposed to be filed, which documents (other than any document that is incorporated or deemed to
be incorporated by reference therein) will be subject to the review of such Investors. The Company shall reflect in each such
document when so filed with the SEC such comments regarding the Investors and the plan of distribution as the Investors may reasonably
and promptly propose no later than two Trading Days after the Investors have been so furnished with copies of such documents as
aforesaid.


 




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(b)
(i) Subject to Section 5.2, prepare and file with the SEC such amendments, including post-effective amendments, to
each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement
continuously effective, as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the
SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented
or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and in any event within 15
Trading Days (except to the extent that the Company reasonably requires additional time to respond to accounting comments), to
any comments received from the SEC with respect to the Registration Statement or any amendment thereto; and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition
by the Investors thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)
Notify the Investors as promptly as reasonably possible, and (if requested by the Investors) confirm such notice in writing no
later than two Trading Days thereafter, of any of the following events: (i) the SEC notifies the Company whether there will
be a “review” of any Registration Statement; (ii) the SEC comments in writing on any Registration Statement;
(iii) any Registration Statement or any post-effective amendment is declared effective; (iv) the SEC or any other Federal
or state governmental authority requests any amendment or supplement to any Registration Statement or Prospectus or requests additional
information related thereto; (v) the SEC issues any stop order suspending the effectiveness of any Registration Statement
or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or
exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding
for such purpose; or (vii) the financial statements included in any Registration Statement become ineligible for inclusion
therein or any Registration Statement or Prospectus or other document contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(d)
Use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending
the effectiveness of any Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, as soon as possible.


 


(e)
If requested by an Investor, provide such Investor without charge, at least one conformed copy of each Registration Statement
and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person
(including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC.


 


(f)
Promptly deliver to each Investor, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus)
and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling Investors in connection with the offering and sale
of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto to the extent permitted by federal
and state securities laws and regulations.


 




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(g)
(i) In the time and manner required by each Trading Market, prepare and file with such Trading Market an additional shares
listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Conversion Shares
to be approved for listing on each Trading Market as soon as possible thereafter; (iii) provide to each Investor evidence
of such listing; and (iv) during the Effectiveness Period, maintain the listing of such Conversion Shares on each such Trading
Market or another Eligible Market.


 


(h)
Prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Investors in connection with the registration or qualification (or exemption from such registration or qualification)
of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United
States as any Investor requests in writing, to keep each such registration or qualification (or exemption therefrom) effective
for so long as required, but not to exceed the duration of the Effectiveness Period, and to do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration
Statement; provided, however, that the Company shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.


 


(i)
Cooperate with the Investors to facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted
by this Agreement and under law, of all restrictive legends, and to enable such certificates to be in such denominations and registered
in such names as any such Investors may reasonably request.


 


(j)
Upon the occurrence of any event described in Section 5.3(c)(vii), as promptly as reasonably possible, prepare a supplement
or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or
any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


(k)
Cooperate with any reasonable due diligence investigation undertaken by the Investors in connection with the sale of Registrable
Securities, including, without limitation, by making available documents and information; provided that the Company will not deliver
or make available to any Investor material, nonpublic information unless such Investor requests in advance in writing to receive
material, nonpublic information and agrees to keep such information confidential.


 


(l)
Comply with all rules and regulations of the SEC applicable to the registration of the securities.


 


(m)
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of any particular Investor that such Investor furnish to the Company the information specified
in Exhibits A-1, A-2 and A-3 hereto and such other information regarding itself, the Registrable Securities and other shares of
Common Stock held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall complete and execute such documents in connection
with such registration as the Company may reasonably request.


 




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(n)
The Company shall comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including,
without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof,
with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Investors in writing if, at any time during the
Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors
are required to make available a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


5.4
Registration Expenses. The Company shall pay all fees and expenses incurred by the Company in connection with (and incident
to) the performance of its obligations under Section 6.1 of this Agreement by the Company, including without limitation
(a) all registration and filing fees and expenses, including without limitation those related to filings with the SEC, any
Trading Market and in connection with applicable state securities or Blue Sky laws, (b) printing expenses (including without
limitation expenses of printing certificates for Registrable Securities), (c) messenger, telephone and delivery expenses,
(d) fees and disbursements of counsel for the Company, (e) fees and expenses of all other Persons retained by the Company
in connection with the consummation of the transactions contemplated by this Agreement, and (f) all listing fees to be paid
by the Company to the Trading Market.


 


5.5
Indemnification


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold
harmless each Investor, the officers, directors, partners, members, agents and employees of each of them, each Person who controls
any such Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all Losses, as incurred, arising out of or relating to (i) any misrepresentation or
breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby, (ii) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) any cause
of action, suit or claim brought or made against such Indemnified Party (as defined in Section 5.5 (c) below) by a third
party (including for these purposes a derivative action brought on behalf of the Company), arising out of or resulting from (x)
the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, (y) any transaction financed or to be financed in whole or in part, directly or indirectly, with
the proceeds of the issuance of the Securities, or (z) the status of Indemnified Party as holder of the Securities (unless, and
only to the extent that, such action, suit or claim is based upon a breach of such Investor’s representations, warranties
or covenants under the Transaction Documents or any conduct by such Investor that constitutes fraud, gross negligence or willful
misconduct) or (iv) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus
or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances
under which they were made) not misleading, except to the extent, but only to the extent, that (A) such untrue statements,
alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Investor furnished
in writing to the Company by such Investor for use therein, or to the extent that such information relates to such Investor or
such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such
Investor in writing expressly for use in the Registration Statement, or (B) with respect to any prospectus, if the untrue statement
or omission of material fact contained in such prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented, if such corrected prospectus was timely made available by the Company to the Investor, and the Investor seeking
indemnity hereunder was advised in writing not to use the incorrect prospectus prior to the use giving rise to Losses.


 




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(b)
Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company and
its directors, officers, agents and employees to the fullest extent permitted by applicable law, from and against all Losses (as
determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any
untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in
any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the
light of the circumstances under which they were made) not misleading, but only to the extent that (i) such untrue statements
or omissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly
for use therein, or (ii) such information relates to such Investor or such Investor’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration
Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event shall the liability
of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon
the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that
it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel (including local counsel) in any such Proceeding and to participate
in the defense thereof, but the fees and expenses of such counsel (including local counsel) shall be at the expense of such Indemnified
Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (ii) the
Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel (including local
counsel) reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel (including local counsel) at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate counsel (including
local counsel) shall be at the expense of the Indemnifying Party). It shall be understood, however, that the Indemnifying Party
shall not, in connection with any one such Proceeding (including separate Proceedings that have been or will be consolidated before
a single judge) be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified
Parties, which firm shall be appointed by a majority of the Indemnified Parties. The Indemnifying Party shall not be liable for
any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 




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All
reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party (regardless of whether
it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying
Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification hereunder).


 


(d)
Contribution. If a claim for indemnification under Section 5.7(a) or  (b) is unavailable to an Indemnified
Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or
made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, Knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section
5.7(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.5(d) were determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5.5(d), no Investor shall be
required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such
Investor from the sale of the Registrable Securities subject to the Proceeding exceed the amount of any damages that such Investor
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 




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ARTICLE
VI

CONDITIONS PRECEDENT


 


6.1
Conditions Precedent to the Company’s Obligations to Sell. The obligation of the Company hereunder to issue and sell
the Preferred stock and Warrants to the Investors at the Closing is subject to the satisfaction, at or before the Closing Date,
of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived
by the Company at any time in its sole discretion.


 


(a)
The Investors shall have executed the Transaction Documents that require Investors and delivered them to the Company.


 


(b)
The Investors shall have delivered the deliverables specified in Section 2.2(b) of this Agreement.


 


(c)
The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made
and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of
a specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investors at or prior to the applicable
Closing Date.


 


6.2
Conditions Precedent to the Investors’ Obligations to Purchase. The obligation of the Company hereunder to issue
and sell the Preferred stock and Warrants to the Investors at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be
waived by the Company at any time in its sole discretion.


 


(a)
The Company shall have executed and delivered the Transaction Documents and delivered the same to the Investors.


 


(b)
The Company shall have delivered the deliverables specified in Section 2.2(a) of this Agreement.


 


(c)
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of
a specific date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable
Closing Date.


 


ARTICLE
VII

MISCELLANEOUS


 


7.1
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the
fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement.


 




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7.2
Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or
after the Closing, and without further consideration, the Company will execute and deliver to the Investors such further documents
as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.


 


7.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile or email at the facsimile number or email address specified in this Section prior to
6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section on a day
that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following
the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom
such notice is required to be given. The addresses, facsimile numbers and email addresses for such notices and communications
are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing hereafter,
in the same manner, by any such Person.


 


7.4
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in
the case of an amendment, by the Company and each of the Investors or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair
the exercise of any such right.


 


7.5
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 


7.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Investors. Any Investor may assign its rights under this Agreement to any Person to whom such Investor assigns
or transfers any Securities, provided (i) such transferor agrees in writing with the transferee or assignee to assign such rights,
and a copy of such agreement is furnished to the Company after such assignment, (ii) the Company is furnished with written notice
of (x) the name and address of such transferee or assignee and (y) the Registrable Securities with respect to which such registration
rights are being transferred or assigned, (iii) following such transfer or assignment, the further disposition of such securities
by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) such transferee
agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Investors”
and (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws
applicable thereto.


 




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7.7
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that
each Indemnified Party is an intended third party beneficiary of Section 7.7 and (in each case) may enforce the provisions
of such Section directly against the parties with obligations thereunder.


 


7.8
Governing Law; Venue; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD DEFER TO THE LAW OF ANOTHER JURISDICTION. THE
COMPANY AND INVESTORS HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE
CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY INVESTOR HEREUNDER, IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING
BROUGHT BY THE COMPANY OR ANY INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR
THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS
TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT
DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES
THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE
DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY AND INVESTORS HEREBY WAIVE ALL
RIGHTS TO A TRIAL BY JURY.


 


7.9
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Preferred
Stock and Warrants. Each Investor shall be responsible only for its own representations, warranties and covenants hereunder.


 


7.10
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or email attachment, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email-attached signature
page were an original thereof.


 


7.11
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and
the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.


 


7.12
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) the Transaction Documents, whenever any Investor exercises a right, election, demand or option owed to such Investor
by the Company under a Transaction Document and the Company does not timely perform its related obligations within the periods
therein provided, then, prior to the performance by the Company of the Company’s related obligation, such Investor may rescind
or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights.


 




    -21-


     


    

 


7.13
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact
and an agreement to indemnify and hold harmless the Company for any losses in connection therewith. The applicants for a new certificate
or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement
Securities.


 


7.14
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Investors and the Company will be entitled to seek specific performance under the Transaction Documents.
The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other
than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.


 


7.15
Payment Set Aside. To the extent that the Company makes a payment or payments to any Investor hereunder or any Investor
enforces or exercises its rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company by a trustee, receiver or any other person under any
law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to
the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


7.16
Adjustments in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable
in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly
or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof,
each reference in any Transaction Document to a number of shares or a price per share shall be amended to appropriately account
for such event.


 


7.17
Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document
are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under any Transaction Documents. The decision of each Investor to purchase
Securities pursuant to this Agreement has been made by such Investor independently of any other Investor and independently of
any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results
of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Investor
or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability
to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions.
Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed
to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Document. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection
with making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring
its investment hereunder. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation
the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other
Investor to be joined as an additional party in any Proceeding for such purpose.


 


[SIGNATURE
PAGES TO FOLLOW]


 




    -22-


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	 	NANOVIBRONIX,
    INC. 
	 	 
	 	By:	                      
	 	Name: Brian
    Murphy 
	 	Title:
    Chief Executive Officer
	 	 
	 	Address
    for Notice:
	 	 
	 	NanoVibronix,
    Inc. 
	 	525
    Executive Boulevard Elmsford
	 	New
    York 10523
	 	Tel:
     [__________]
	 	Fax:
    [_______]
	 	Attn:  Chief
    Executive Officer 
	 	 
	 	With
    a copy to:
	 	 
	 	Troutman
    Sanders LLP
	 	875
    Third Avenue 
	 	New
    York, New York 10022
	 	Tel:
    (212) 704-6000
	 	Fax:
    (212) 704-6288
	 	Attn:  Aurora
    Cassirer, Esq.


 


COMPANY
SIGNATURE PAGE


 




     


     


    

 


Investor
Signature Page


 


By
its execution and delivery of this signature page, the undersigned Investor hereby joins in and agrees to be bound by the terms
and conditions of the Securities Purchase Agreement dated as of July 31, 2019 (the “Purchase Agreement”) by and among
NanoVibronix, Inc. and the Investors (as defined therein), as to the number of shares of Preferred Stock and the number of shares
of Preferred Stock issuable upon exercise of the Warrants set forth below, and authorizes this signature page to be attached to
the Purchase Agreement or counterparts thereof.


 


	 	Name of Investor:
	 	 
	 	 	 
	 	By:	                         
	 	 	Name:
	 	 	Title: 
	 	 	 
	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	Telephone No.: ____________________
	 	 	 
	 	Facsimile
    No.: _____________________
	 	 	 
	 	Email Address: ____________________
	 	 	 
	 	Number of shares of Preferred Stock: 
	 	 	 
	 	______________________
	 	 	 
	 	Number
    of shares of Preferred Stock issuable upon exercise of the Warrant:  _____________
	 	 	 
	 	Price per Share $2.00
	 	 	 
	 	Aggregate
    Purchase Price: $1___________


 




     


     


    

 


Delivery
Instructions (if different than above):


 


c/o:
______________________________________________________________________________________


 


Address:
__________________________________________________________________________________


 


_______________________________________________________________________________


 


Telephone
No.: _____________________________________________________________________________


 


Facsimile
No. : _____________________________________________________________________________


 


Other
Special Instructions: ____________________________________________________________________