EXHIBIT 10.22


 





MASTER AMENDMENT
AGREEMENT


 


This MASTER AMENDMENT
AGREEMENT (this “Agreement”), dated as of April 28, 2014, is among GLOBIS CAPITAL PARTNERS, L.P., a Delaware
limited partnership (“Globis Capital”), GLOBIS OVERSEAS FUND, LTD., a Cayman Islands exempted company (“Globis
Overseas”), GLOBIS INTERNATIONAL INVESTMENTS LLC, a Delaware limited liability company (“Globis Investments”),
PAUL PACKER (“Packer,” and together with Globis Capital, Globis Overseas and Globis International, the “Holders”),
an individual resident of New York, and NANOVIBRONIX, INC., a Delaware corporation (the “Company”).


 


WHEREAS, Globis
Capital, Globis Overseas and Globis International hold Convertible Promissory Notes convertible into shares of series B-1 participating
convertible preferred stock of the Company, as amended (the “Series B-1 Notes”);


 


WHEREAS, Globis
Capital, Globis Overseas and Paul Packer hold Convertible Promissory Notes convertible into shares of series B-2 participating
convertible preferred stock of the Company, as amended (the “Series B-2 Notes”);


 


WHEREAS, the
parties hereto desire to make certain amendments to the Series B-1 Notes and the Series B-2 Notes (together, the “Amended
Notes”).


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.Amendments
to Series B-1 Notes. Effective as of the date hereof, the Series B-1 Notes held by the Holders are hereby amended by:


 


(a)deleting
Section 2(b) and replacing it in its entirety with the following:


 


		“b.	If an Issuance Conversion Event or Entity Conversion Event shall occur prior to the Maturity Date,
this Note (including accrued but unpaid interest) shall automatically be converted into such number of shares of Series C Preferred
Stock of the Company, par value $0.001 per share (the “Series C Preferred Stock”), as equals the number of shares of
Common Stock of the Company, par value $0.001 per share (the “Common Stock”), that the Investor would have received
if this Note (including accrued but unpaid interest) had been converted as of the same date, at the Conversion Price, into shares
of Series B-1 Participating Convertible Preferred Stock of the Company, par value $.001 per share (the “Series B-1 Preferred
Stock”), and such shares of Series B-1 Preferred Stock had been immediately converted, in accordance with the then-current
terms thereof, into shares of Common Stock.”



 


(b)deleting
Section 2(c) and replacing it in its entirety with the following:


 


		“c.	Election to Convert. At any time prior to the Maturity Date, the Investor may elect by written
notice to the Company and the surrender of this Note to convert this Note (including accrued but unpaid interest) into such number
of shares of Series C Preferred Stock as equals the number of shares of Common Stock that the Investor would have received if this
Note (including accrued but unpaid interest) had been converted as of the same date, at the Conversion Price, into shares of Series
B-1 Preferred Stock, and such shares of Series B-1 Preferred Stock had been immediately converted, in accordance with the then-current
terms thereof, into shares of Common Stock.”



 






    	 



    	 



    

 


(c)amending
Section 2(d) by deleting “Conversion Price” and replacing it with “effective conversion price of this Note per
share of Series C Preferred Stock applying the formula set forth in 2(b) and (c) above”


 


2.Amendments
to Series B-2 Notes. Effective as of the date hereof, the Series B-2 Notes held by the Holders are hereby amended by:


 


(a)deleting
Section 2(b) and replacing it in its entirety with the following:


 


		“b.	If an Issuance Conversion Event or Entity Conversion Event shall occur prior to the Maturity Date,
this Note (including accrued but unpaid interest) shall automatically be converted into such number of shares of Series C Preferred
Stock of the Company, par value $0.001 per share (the “Series C Preferred Stock”), as equals the number of shares of
Common Stock of the Company, par value $0.001 per share (the “Common Stock”), that the Investor would have received
if this Note (including accrued but unpaid interest) had been converted as of the same date, at the Conversion Price, into shares
of Series B-2 Participating Convertible Preferred Stock of the Company, par value $.001 per share (the “Series B-2 Preferred
Stock”), and such shares of Series B-2 Preferred Stock had been immediately converted, in accordance with the then-current
terms thereof, into shares of Common Stock.”



 


(b)deleting
Section 2(c) and replacing it in its entirety with the following:


 


		“c.	Election to Convert. At any time prior to the Maturity Date, the Investor may elect by written
notice to the Company and the surrender of this Note to convert this Note (including accrued but unpaid interest) into such number
of shares of Series C Preferred Stock as equals the number of shares of Common Stock that the Investor would have received if this
Note (including accrued but unpaid interest) had been converted as of the same date, at the Conversion Price, into shares of Series
B-2 Preferred Stock, and such shares of Series B-2 Preferred Stock had been immediately converted, in accordance with the then-current
terms thereof, into shares of Common Stock.”



 


(c)amending
Section 2(d) by deleting “Conversion Price” and replacing it with “effective conversion price of this Note per
share of Series C Preferred Stock applying the formula set forth in 2(b) and (c) above”


 


3.Representations
and Warranties. Each party hereto hereby represents and warrants unto the other parties hereto as follows:


 


(a)it
has the organizational power and authority to execute, deliver and perform this Agreement, and all organizational action on the
part of it requisite for the due execution, delivery and performance of this Agreement has been duly and effectively taken;


 


(b)this
Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof;


 






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(c)this
Agreement does not and will not violate any provisions of any of its organizational documents or any contract, agreement, instrument
or requirement of any governmental authority to which it is subject; and


 


(d)the
execution, delivery and performance of this Agreement does not require the consent or approval of any other person, including,
without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political
subdivision of the United States of America or any state thereof.


 


4.Execution
in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or electronic mail shall
be equally as effective as delivery of a manually executed counterpart of this Agreement.


 


5.Joint
Effort. This Agreement shall be considered for all purposes as having been prepared through the joint efforts of the parties
hereto, and shall not be construed against one party or the other as a result of the preparation, submittal or other event of negotiation,
drafting or execution thereof.


 


6.Headings.
Section headings in this Agreement are included herein for convenience of reference only and shall not have any effect for purposes
of interpretation or construction of the terms of this Agreement.


 


7.Governing
Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, without giving
effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law.


 


[Signature Page
Follows]


 






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


 





	 	GLOBIS CAPITAL PARTNERS, L.P.
	 	 	 	 
	 	By:   	/s/ Paul Packer
	 	 	Name:   	Paul Packer
	 	 	Title: 	Managing Member of the General Partner
	 	 	 	 
	 	GLOBIS OVERSEAS FUND, LTD.
	 	 	 	 
	 	By:   	/s/ Paul Packer
	 	 	Name:   	Paul Packer
	 	 	Title: 	Managing Member of the General Partner of the Investment Manager
	 	 	 	 
	 	GLOBIS INTERNATIONAL INVESTMENTS LLC
	 	 	 	 
	 	By:   	/s/ Paul Packer
	 	 	Name:   	Paul Packer
	 	 	Title: 	Managing Member
	 	 	 	 
	 	/s/ Paul Packer
	 	Paul Packer
	 	 	 	 
	 	NANOVIBRONIX, INC.
	 	 	 	 
	 	By:   	/s/ Ophir Shahaf
	 	 	Name:  	Ophir Shahaf
	 	 	Title: 	Chief Executive Officer


 


[Signature Page to Master Amendment Agreement]