Exhibit
10.2


 


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 Common Stock (as hereinafter defined) and Warrants (as hereinafter defined), to
acquire up to that number of shares of Common Stock set forth on such Investor’s signature page to this Agreement, which
in aggregate shall equal up to 500,000 shares (the “Shares”) of Common Stock for a purchase price per
share equal to $2.00, and Warrants to purchase an aggregate of 500,000 shares of Common Stock. The Company’s agreement
with each Investor is a separate agreement, and the sale and issuance of the Shares 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.


 


“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.


 


“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.


 


“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 Shares and the Warrant Shares issued or issuable upon exercise of the Warrants, 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.


 


“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 Shares, the Warrants and the Warrant Shares


 


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


 


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


 




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“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 American, 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, and the Warrants.


 


“Warrants”
means the warrants to purchase [_________] shares of Common Stock.


 


“Warrant
Shares” means the [___________] shares of Common Stock issuable upon exercise of the Warrants.


   


ARTICLE
II

PURCHASE AND SALE


 


2.1 Closing.


 


(a) The
purchase, sale and issuance of the Shares 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”).


  


(b) If
less than all of the Shares 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 Shares 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.


 






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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 Shares set forth on such Investor’s signature page to this Agreement,
registered in the name of such Investor;


 


(ii) a
Warrant, duly executed by the Company, to purchase such number of shares of Common 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. 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.


 






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(f)The
Securities.The Shares are 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 Warrant Shares are duly authorized and, when issued following the exercise of the Warrants in accordance
with the terms 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 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.


 


(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).


 






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(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.


 


(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.


 






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(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 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.


 


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 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.


  



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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 its shares of Series E Preferred Stock, par value $0.001 per share, issued in transaction
that closed on June 21, 2019 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.


 


4.6 Use
of Proceeds. The Company will use the net proceeds from the sale of the Shares 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 Shares and the Warrants in which the Company shall record the name
and address of the Person in whose name the Shares and the Warrants have been issued (including the name and address of each transferee),
number of shares of Common Stock issuable upon exercise of the Warrants, the aggregate number of Shares held by such Person and
the number of Warrant Shares issuable upon exercise of shares of the Warrants 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).


 


(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.


  



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(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 price paid by such Investor for its Securities.


 


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.


 






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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.


   


(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.


 






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(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.


   


(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.


 






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(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.


 


(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.


 






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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.


   


(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.


 






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(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.


 


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).


 






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(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.


 


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 Shares
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.


  






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6.2 Conditions
Precedent to the Investors’ Obligations to Purchase. The obligation of the Company hereunder to issue and sell the Shares
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.


 


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.


 






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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.


 


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.


  



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7.9 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares 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.


 


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.


  



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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]


  



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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 and the number of shares of Common
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:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Telephone No.:
___________________________________
	 	 	 
	 	Facsimile No.: _____________________________
	 	 
	 	Email Address:  ___________________________
	 	 
	 	Number of Shares of Common Stock:
	 	 
	 	 
	 	 
	 	Number of shares of Common Stock issuable upon exercise of the Warrant: ___________________
	 	 
	 	Price per Share $2.00
	 	 
	 	Aggregate Purchase Price: $__________________ 


  



     


     


    

  








Delivery
Instructions (if different than above):


 


c/o:
______________________________________________________________________________________


 


Address:
__________________________________________________________________________________


 


_______________________________________________________________________________


 


Telephone
No.: _____________________________________________________________________________


 


Facsimile
No. : _____________________________________________________________________________


 


Other
Special Instructions: ____________________________________________________________________


 


 


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