Exhibit 4.4


 


Form of Underwriters’ Warrants


 


NEITHER THESE SECURITIES NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE 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"), 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


 


nANOVIBRONIX,
inc.


 


UNIT
WARRANT


 


	Warrant No. [ ]	Original Issue Date: __________, 2014




 


NanoVibronix, Inc.,
a Delaware corporation (the "Company"), hereby certifies that, as partial compensation for its services as underwriter
to the Company, _____________ or its registered assigns (the "Holder"), is entitled to purchase from the Company
up to a total of ________ units (each, a “Unit”),” provided however that from and after the Separation
Date as defined in the Prospectus, any reference herein to a Unit shall constitute a reference to an equivalent number of securities
comprising such Unit), each unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), and one  warrant to purchase one share of Common Stock on the terms as described in the
Prospectus (each, a “Warrant” and collectively, the “Warrants,” and each such Unit, a "Warrant
Unit" and all such Units, the "Warrant Units"), at any time and from time to time from and after 365
days following the effective date of the Registration Statement on Form S-1 (File No. 333-193784) (the “Registration Statement”),
and through and including ________, 2018, the fourth anniversary of such effective date (the "Expiration Date"),
in accordance with FINRA Rule 5110(f)(2)(H)(i), and subject to the following terms and conditions:


 


1.Definitions.
As used in this Unit Warrant, the following terms shall have the respective definitions set forth in this Section 1.


 






    	 



    	 



    

 


“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.


 


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


 


“Common Stock”
means the common stock of the Company, $0.001 par value per share, and any securities into which such common stock may hereafter
be reclassified or for which it may be exchanged as a class.


 


"Exchange Act"
means the Securities Exchange Act of 1934, as amended.


 


"Exercise Price"
means $____, subject to adjustment in accordance with Section 9.


 


"Fundamental
Transaction" means any of the following: (1) the Company effects any merger or consolidation of the Company with or into
another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property.


 


“New York
Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Unit Warrant.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prospectus”
means the prospectus dated __________, 2014 filed with the Securities and Exchange Commission pursuant to Rule 424 promulgated
under the Securities Act.


 


“Rule 144”
means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially
the same effect as such Rule.


 


"Securities
Act" means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange
Commission under the Exchange Act.


 






    	 



    	 



    

 


“Trading Day”
means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not 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) or (ii) hereof, then Trading Day shall mean a Business Day.


 


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


 


"Warrant Shares"
means the shares of Common Stock included in the Warrant Units and those shares of Common Stock issuable upon exercise of the
Warrants included in the Warrant Units.


 


“Warrant Units”
means the Units issuable upon exercise of this Unit Warrant.


 


2.Registration
of Unit Warrant. The Company shall register this Unit Warrant upon records to be maintained by the Company for that purpose
(the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Unit Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 


3.Registration
of Transfers. The Company shall register the transfer of any portion of this Unit Warrant in the Warrant Register, upon surrender
of this Unit Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Unit Warrant to purchase Units, in substantially the form of this Unit Warrant
(any such new Unit Warrant, a "New Warrant"), evidencing the portion of this Unit Warrant so transferred shall
be issued to the transferee and a New Warrant evidencing the remaining portion of this Unit Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Unit Warrant.


 


4.Exercise
and Duration of Unit Warrants. This Unit Warrant shall be exercisable by the registered Holder at any time and from time to
time from and after 365 days following the effective date of the Registration Statement (the “Effective Date”),
through and including the Expiration Date in accordance with FINRA Rule 5110(f)(2)(H)(i). At 6:30 p.m., New York City time on the
Expiration Date, the portion of this Unit Warrant not exercised prior thereto shall be and become void and of no value. The Company
may not call or redeem any portion of this Unit Warrant without the prior written consent of the affected Holder. In accordance
with FINRA Rule 5110(g)(1), this Unit Warrant shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject
of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this
Unit Warrant by any person for a period of 180 days immediately following the effective date of the Registration Statement, except
as provided in FINRA Rule 5110(g)(2).


 






    	 



    	 



    

 


5.Delivery
of Warrant Shares.


 


(a)To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant
Units represented by this Unit Warrant is being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to
the Company (with the attached Warrant Units Exercise Log) at its address for notice set forth herein and upon payment of the Exercise
Price multiplied by the number of Warrant Units that the Holder intends to purchase hereunder, the Company shall promptly (but
in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate
for the Warrant Units issuable upon such exercise. The Company shall, upon request of the Holder and subsequent to the date on
which a registration statement covering the resale of the Warrant Units has been declared effective by the Securities and Exchange
Commission, use its reasonable best efforts to deliver Warrant Units hereunder electronically through the Depository Trust Corporation
or another established clearing corporation performing similar functions, if available, provided, that, the Company may,
but will not be required to change its transfer agent if its current transfer agent cannot deliver Warrant Units electronically
through the Depository Trust Corporation. A "Date of Exercise" means the date on which the Holder shall have delivered
to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed
and (ii) payment of the Exercise Price for the number of Warrant Units so indicated by the Holder to be purchased.


 


(b)If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Units in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c)If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Units in the manner
required pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Units, the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Units which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Units
that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of
the Units, or the sum of the closing bid price of the shares of Common Stock and Warrants underlying the Warrant Units, as the
case may be, on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Unit Warrant and
equivalent number of Warrant Units for which such exercise was not honored or deliver to the Holder the number of Units, shares
of Common Stock or Warrants that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In,
and, upon request, of the Company, evidence of the amount of such loss.


 






    	 



    	 



    

 


(d)The
Company's obligations to issue and deliver Warrant Units in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Units. Nothing herein shall limit a Holder's
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant
Units upon exercise of the Unit Warrant as required pursuant to the terms hereof.


 


6.Charges,
Taxes and Expenses. Issuance and delivery of Warrant Units upon exercise of this Unit Warrant shall be made without charge
to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect
of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any
certificates for Warrant Units or Unit Warrants in a name other than that of the Holder. The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring this Unit Warrant or receiving Warrant Units upon exercise
hereof.


 


7.Replacement
of Unit Warrant. If this Unit Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Unit Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable
indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also
comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may
prescribe. If a New Warrant is requested as a result of a mutilation of this Unit Warrant, then the Holder shall deliver such mutilated
Unit Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.Reservation
of Warrant Units. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Units, Warrants and shares of Common Stock, solely for the purpose of enabling it to issue
Warrant Units upon exercise of this Unit Warrant as herein provided, the number of Units, Warrants and shares of Common Stock which
are then issuable and deliverable upon the exercise of this entire Unit Warrant, free from preemptive rights or any other contingent
purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company
covenants that all Warrant Units so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price
in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.


 






    	 



    	 



    

 


9.Certain
Adjustments. The Exercise Price and number of Warrant Units issuable upon exercise of this Unit Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)Stock
Dividends and Splits. If the Company, at any time while this Unit Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case 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. 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.


 


(b)Fundamental
Transactions. If, at any time while this Unit Warrant is outstanding there is a Fundamental Transaction, then the Holder shall
have the right thereafter to receive, upon exercise of this Unit Warrant, the same amount and kind of securities, cash or property
as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Units then issuable upon exercise in full of this Unit Warrant
(the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Unit Warrant
following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in
such Fundamental Transaction shall issue to the Holder a new warrant substantially in the form of this Unit Warrant and consistent
with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise
Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Unit
Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.


 


(c)Number
of Warrant Units. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant
Units that may be purchased upon exercise of this Unit Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Units shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 






    	 



    	 



    

 


(d)Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Unit Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Units or other securities issuable
upon exercise of this Unit Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such
certificate to the Holder and to the Company's Transfer Agent.


 


(f)Notice
of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions
of such transaction (but only to the extent such disclosure would not result in the dissemination of material, non-public information
to the Holder) at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical opportunity to exercise this Unit Warrant prior to such time
so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or
any defect therein shall not affect the validity of the corporate action required to be described in such notice.


 


10.Payment
of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a)Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b)Cashless
Exercise. If on the Date of Exercise there is no effective registration statement registering, or the prospectus contained
therein is not available for, the resale of the Warrant Units, the Holder may notify the Company in an Exercise Notice of its election
to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Units determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Units
to be issued to the Holder.


 






    	 



    	 



    

 


Y = the number of Warrant Units
with respect to which this Unit Warrant is being exercised.


 


A = the average of the daily volume
weighted average price of the Units (or the sum of the average of the daily volume weighted average price of the Common Stock and
Warrants underlying the Units, as applicable) for the five Trading Days immediately prior to (but not including) the Date of Exercise.


 


B = the Exercise Price.


 


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


 


11.Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Units that may be acquired by
the Holder upon any exercise of this Unit Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to
insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by
such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares
of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 11 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 an Exercise Notice 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 the limitation contained in this Section 11, and the
Company shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict the
number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of
this Unit Warrant. This restriction may not be waived. Notwithstanding anything to the contrary contained in this Unit Warrant,
(a) no term of this Section may be waived by any party, nor amended such that the threshold percentage of ownership would be directly
or indirectly increased, (b) this restriction runs with the Unit Warrant and may not be modified or waived by any subsequent holder
hereof and (c) any attempted waiver, modification or amendment of this Section will be void ab initio.


 


12.No
Fractional Shares. No fractional Warrant Units will be issued in connection with any exercise of this Unit Warrant. In lieu
of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.


 






    	 



    	 



    

 


13.Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number 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, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall
be: (i) if to the Company, to NanoVibronix, Inc., 105 Maxess Road, Suite S124, Melville, NY 11747, telecopy number: (631) 574-4401,
Attention: Chief Executive Officer (or such other address as the Company shall indicate in writing in accordance with this Section),
or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile
number as the Holder may provide to the Company in accordance with this Section.


 


14.Warrant
Agent. The Company shall serve as warrant agent under this Unit Warrant. Upon 10 days' notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Unit Warrant without any further act. Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address
as shown on the Warrant Register.


 


15.Miscellaneous.


 


(a)This
Unit Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Unit Warrant shall be construed to give to any Person other than the Company and the
Holder any legal or equitable right, remedy or cause of action under this Unit Warrant. This Unit Warrant may be amended only in
writing signed by the Company and the Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions
on waivers and amendments set forth in Section 11 of this Unit Warrant.


 


(b)All
questions concerning the construction, validity, enforcement and interpretation of this Unit Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Unit Warrant
and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding,
any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced
in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such 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 Unit Warrant 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. Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Unit
Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this
Unit Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 






    	 



    	 



    

 


(c)The
headings herein are for convenience only, do not constitute a part of this Unit Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(d)In
case any one or more of the provisions of this Unit Warrant shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Unit Warrant shall not in any way be affected or impaired thereby
and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Unit Warrant.


 


(e)Prior
to exercise of this Unit Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Units.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


 






    	 



    	 



    

 





IN WITNESS WHEREOF,
the Company has caused this Unit Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	NANOVIBRONIX, INC.
	 	 	 
	 	By:  	 	 
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

 


EXERCISE
NOTICE

nANOVIBRONIX, inc.

UNIT WARRANT DATED ________, 2014


  


The undersigned Holder hereby irrevocably
elects to purchase _____________ Warrant Units pursuant to the above referenced Unit Warrant. Capitalized terms used herein and
not otherwise defined have the respective meanings set forth in the Unit Warrant.


 


		(1)	The undersigned Holder hereby exercises its right to purchase _________________ Warrant Units pursuant
to the Unit Warrant.



 


		(2)	(PLEASE CHECK ONE METHOD OF PAYMENT) _____The Holder shall pay the sum of $____________ to the
Company in accordance with the terms of the Unit Warrant OR _______The Holder shall exercise the Unit Warrant cashlessly in accordance
with the terms of the Unit Warrant.



 


		(3)	Pursuant to this Exercise Notice, the Company shall deliver to the holder _______________ Warrant
Units in accordance with the terms of the Unit Warrant.



 


		(4)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company
that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of
Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section
11 of this Unit Warrant to which this notice relates.



 


	Dated: ________, ____	Name of Holder:
	 	 	 
	 	(Print) 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Unit Warrant)


 




    	 



    	 



    

 


Unit Warrant Units Exercise Log


 


	Date	Number of Warrant

 Units Available to be 

Exercised	Number of Warrant Units

 Exercised	Number of 

Warrant Units 

Remaining to

 be Exercised
	
         

         

         

         

         

         

         

         
	 	 	 


 




    	 



    	 



    

 


nANOVIBRONIX,
inc. 

UNIT WARRANT DATED __________, 2014

WARRANT NO. [ ]


 


FORM
OF ASSIGNMENT


 


[To be completed and
signed only upon transfer of Unit Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned
Unit Warrant to purchase ____________ Units to which such Unit Warrant relates and appoints ________________ attorney to transfer
said right on the books of the Company with full power of substitution in the premises.


 


	Dated: _______________, ____	 	 
	 	 	 
	 	 	 	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Unit Warrant)
	 	 	 
	 	 	 	 
	 	 	Address of Transferee
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 
	In the presence of: