EXHIBIT 10.13


 


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


 


NanoVibronix, Inc.


 


Form
of Amended and Restated


Warrant
To Purchase Common Stock


 


Warrant No.: _______


Date of Issuance: _________ (“Issuance
Date”)


Amended and Restated: _________


 


NanoVibronix, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, _________, the registered holder hereof or its permitted assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Amended and Restated Warrant to Purchase Common Stock (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”),
at any time or times after the date hereof, but not after 11:59 p.m., New York time, on _________, 20__, _________ (______) (subject
to adjustment as provided herein) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant
Shares”).


 


This Warrant amends,
restates and supersedes in all respects that certain Warrant to Purchase Common Stock, Warrant No. ____-__, issued to the Holder
on _________, 20__ (the “Original Warrant”). The Original Warrant is henceforth void and shall be of
no further force or effect as of the date hereof. However, the Company and the Holder hereby agree that (i) no consideration was
paid by the Holder in connection with the amendment and restatement of the Original Warrant, (ii) this Warrant shall be treated
as a continuation of the Original Warrant for U.S. tax purposes and (iii) for purposes of calculating any holding periods under
Rule 144 of the Securities Act of 1933, as amended, the original issuance date of this Warrant shall be _________, 20__.


 


		1.	EXERCISE OF WARRANT.



 


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


 






    	 



    	 



    

 


(b)              
Exercise Price. For purposes of this Warrant, “Exercise Price”
means $0.38 per Warrant Share, subject to adjustment as provided herein.


 


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


 


	 	
         

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


 






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


 


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


 


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


 


(f)               
Holder’s Exercise Limitations.  The Company shall not affect any exercise of this Warrant, and a
Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the
Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of
this Warrant beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any
of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with
Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.   To
the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination.   In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  For purposes of this Section 1(f), in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the
Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and
in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this
Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The
“Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon
not less than 61 days’ prior written notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant held by the Holder and the provisions of this Section 1(f) shall continue to apply.  Any such increase or decrease
will not be effective until the 61st day after such written notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant. The Beneficial Ownership Limitation provisions of
this Section 1(f) may be waived at the election of the Holder upon not less than 61 days’ prior written notice to the Company.
Any such waiver will not be effective and the provisions of this paragraph shall continue to apply until the 61st day (or later,
if stated in the notice) after such notice of waiver is delivered to the Company. Unless earlier waived, the provisions of this
Section 1(f) shall expire and be of no further force or effect as of _________, 20__.


 






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


 


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


 






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


 


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


 


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


 


		3.	FUNDAMENTAL TRANSACTIONS.



 


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


 






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


 


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


 


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


 


6.                 
REISSUANCE OF WARRANTS.


 


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


 


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


 






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


 


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


 


7.                 
NOTICES. Except as may be otherwise provided herein, all notices, requests, waivers and other communications
made pursuant to this Warrant shall be given or delivered by one party to the other in accordance with the notice provisions of
the _________ Securities Purchase Agreement by and between the Company and Holder dated _________, 20__.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


[signature page follows]


 






    	10



    	 



    

 





IN WITNESS WHEREOF,
the Company and the Holder have caused this Amended and Restated Warrant to Purchase Common Stock to be duly executed as of the
date first written above.


 


	 	NanoVibronix, Inc.
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Holder
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 






    	 



    	 



    

 





EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


NanoVibronix, Inc.


 


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


 


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


 


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


 


_______________________


_______________________


_______________________


_______________________


 






 


	Date:	                      , 	 
	 	 	 
	 	 
	Name of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title: