Exhibit
10.58


 


CERTAIN
INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE
REGISTRANT IF PUBLICLY DISCLOSED. 


 


[***]
INDICATES THAT INFORMATION HAS BEEN REDACTED. 


 


AMENDED
AND RESTATED DISTRIBUTION AGREEMENT 


FOR



“PRIVATE
LABELED” PRODUCTS


 


This
Amended and Restated Distribution Agreement (this “Agreement”) is made and entered into on this 10th
day of December, 2020 (“Effective Date”), by and between: NanoVibronix, Inc., having
its principal place of business at 525 Executive Boulevard, Elmsford, NY 10523 (hereinafter, the “Supplier”);
and Ultra Pain Products Inc., having its principal place of business at 745 Shotgun Road, Suite D, Sunrise, FL 33326 (hereinafter,
the “Purchaser”) (the aforesaid herein referred to individually as a “Party” and
together as the “Parties”).


 


RECITALS


 


WHEREAS,
Supplier own certain intellectual property rights in connection with its proprietary PainShield® technology, and is engaged in the
manufacture of certain PainShield® products incorporating said technology and relating to acoustic treatment of tissues for a variety
of medical applications


 


WHEREAS,
on June 19, 2020, the Parties entered into and executed that certain Distribution Agreement (hereinafter, the “Original Agreement”),
effective as of said execution date, pursuant to which Supplier granted Purchaser certain exclusive rights to sell and distribute the
Products in the Field within the Territory;


 


WHEREAS,
Section 2.2 of that Original Agreement grants Purchaser certain rights to negotiate a separate contract with Supplier for “private
labeled” Products;


 


WHEREAS,
pursuant to that Section 2.2 of that Original Agreement, and subject to the terms and conditions set forth herein, Supplier and
Purchaser desire to hereby enter into such a contract for the manufacture and supply of “private labeled” Products;


 


WHEREAS,
subject to the terms and conditions of this Agreement, Supplier agrees to sell, and Purchaser agrees to purchase, the Private Labeled
Products, and Purchaser shall have the exclusive right to purchase such Private Labeled Products from Supplier;


 


WHEREIN,
in the interest of consistency in language and uniformity of the Parties’ conduct, the Parties desire that the Original Agreement
be amended and restated in its entirety as set forth herein; and


 




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NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein, the receipt and sufficiency of which is hereby
acknowledged, the Original Agreement is hereby amended and restated in its entirety as follows:


 


	1.	DEFINITIONS


 


	 	1.1.	“Products”
    means Supplier’s proprietary PainShield® devices and any related accessories, components thereof, and attachments
    thereto, which utilize acoustic ultrasound for medical treatments, including pain relief and the inhibition of infections not relating
    to wound care, as more specifically identified in the attached Appendix A. Should Supplier release, during the Term of this
    Agreement, any new or updated versions of the subject PainShield® devices, related accessories, components thereof, or attachments
    thereto, including (but not limited to) Supplier’s recently released PainShield®PlusTM, such new or updated
    versions shall be included within the scope of Products as defined herein. For the avoidance of doubt, the Products shall not encompass
    Supplier’s certain other products relating to its other proprietary technologies, such as and specifically including Supplier’s
    WoundShield® and UroShield® devices and related technologies.
	 	 	 
	 	1.2.	“Private
    Labeled Products” means products that are substantially the same as Supplier’s Products that have been manufactured
    and “private labeled” for Purchaser in accordance with Purchaser’s approved Specifications, for resale by Purchaser
    under Purchaser’s label(s), brand(s), or trademark(s).
	 	 	 
	 	1.3.	“Specifications”
    as used herein refers to one or more of the overall aesthetic design, visual appearance and color, form, functional performance,
    compatibility and operational characteristics, raw materials, labeling, packaging, and instructions relating to manufacture or use
    of the Private Labeled Products, as well as compliance with applicable standards relating to the Private Labeled Products.
	 	 	 
	 	1.4.	“Territory”
    means the United States of America.
	 	 	 
	 	1.5.	“DME
    Distributor” as used herein means a domestic (U.S.) individual or entity licensed by a local, state, or regional organization
    to supply medical products classified as “Durable Medical Equipment (“DME”), Prosthetics, Orthotics and Supplies”
    (“DMEPOS”) to customers or end users within the Territory. 
	 	 	 
	 	1.6.	“Protected
    Customers” means customers or end users to whom Purchaser or Purchaser’s DME Distributors sell the Private Labeled
    Products during the Term, as established from sales records provided to Supplier pursuant to Purchaser’s and Purchaser’s
    DME Suppliers’ reporting obligations under Section 3.10.
	 	 	 
	 	1.7.	“Field”
    as used in connection with the exclusive right granted to Purchaser hereunder means (a) Purchaser’s sales of the Private
    Labeled Products within the Territory to or through DME Distributors; and (b) Purchaser’s continued sales of the Private Labeled
    Products and Products to its Protected Customers. Specifically excluded from the Field are: (a) direct sales of Products that have
    not been privately labeled, except for direct sales of Products to Purchaser’s Protected Customers; (b) any sales of
    Products or Private Labeled Products to any Veteran’s Facilities; and (c) any sales of Products or Private Labeled Products
    made pursuant to a Federal Supply Schedule.


 




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	 	1.8.	“Registration”
    means all registrations, permissions, consents, approvals, or licenses (including, without limitation, those required to
    be made with or given by (as appropriate) any governmental department or any enforcement body constituted under the law of the Territory
    for licensing or other regulatory purposes relating to the Products) required to enable the Products to be lawfully marketed, distributed,
    and sold in the Territory.
	 	 	 
	 	1.9.	“Confidential
    Information” means information of a Party that is identified or reasonably understood as being confidential or constitutes
    proprietary or trade secret information, that is disclosed to the other Party or otherwise becomes known by the other Party during
    the Term or that was disclosed to the other Party or otherwise became known by the other Party between the effective date of the
    Original Agreement and the Effective Date hereof. Such Confidential Information may include, without limitation: business plans,
    customer lists, financial statements, flow charts, product plans, technical information, and/or relevant intellectual property know-how.
    Moreover, all contents, terms, and conditions of this Agreement, as well as any documents or verbally-shared information relating
    to this Agreement, constitute Confidential Information.
	 	 	 
	 	1.10.	“Control”
    as used in Section 7.2 herein, means the direct or indirect possession of power to direct or cause the direction of
    management or policies of a Party, whether through ownership, stock, or other securities, by contract, or otherwise. Ownership of
    more than fifty percent (50%) of the beneficial interest of a Party shall be conclusive evidence that Control of such Party exists.
    


 


	2.	GRANT
    OF RIGHTS 


 


	 	2.1.	Pursuant
    to this Agreement, and in consideration of Purchaser paying Supplier, on even date herewith, an up-font sum of $30,000 (USD)
    (as the separate “licensing fee” referenced in Section 2.2 of Original Agreement), Supplier hereby grants to Purchaser,
    for the Term of this Agreement, the exclusive right to domestic (U.S. ) sales of the Private Labeled Products within the Field as
    defined in Section 1.7. 
	 	 	 
	 	2.2.	In
    addition Purchaser’s aforementioned exclusive right to sell Private Labeled Products within the Field, Supplier further grants
    Purchaser the exclusive right to sell Products and the Private Labeled Products to its Protected Customers for a period of twelve
    (12) months following the date of Purchaser’s or a DME Supplier’s first sale to the Protected Customers, which shall
    be based on records submitted to Supplier in accordance with Purchaser’s and DME Distributors’ reporting obligations
    under Section 3.10. The Private Labeled Products manufactured for and supplied to Purchaser by Supplier pursuant to this Agreement
    shall conform to Purchaser’s approved Specifications. Supplier agrees that it shall not itself produce or manufacture, or authorize,
    request, or permit any third-party to produce or manufacture the Private Labeled Products. 
	 	 	 
	 	2.3.	Supplier
    retains the exclusive right to modify: (a) the Products, and, by extension, the Private Labeled Products based upon such Products,
    including by deleting and/or adding certain Products, related accessories, components thereof, or attachments thereto; and (b) subject
    to Section 5.1 (guaranteeing prices through the end of 2021), the prices for any Private Labeled Products as currently listed
    in Appendix A. 


 




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	 	2.3.1.	Modification
    of Products. Supplier’s right to modify Private Labeled Products under this Section is subject to such modification (i)
    being reasonable, (ii) not materially altering the Specifications for the Private Labeled Products, and (iii) Supplier providing
    Purchaser with written notice of the modification at least sixty (60) days prior to such modification becoming effective. Any modifications
    to Private Labeled Products departing from the original Specifications shall require the mutual written agreement of the Parties.
    
	 	 	 
	 	2.3.2.	Modification
    of Price. Supplier’s right to modify the pricing of the Private Labeled Products under this Section is subject to such
    modification (i) being reasonable, (ii) not increasing the current prices by more than [***]%, and (iii) Supplier providing
    Purchaser with written notice of the price modification at least sixty (60) days prior to such modification becoming effective. 


 


	 	2.4.	The
    rights granted under this Section 2 are contingent on and subject to Purchaser (a) paying the up-front sum of $30,000 (USD)
    pursuant to Section 2.1, and (b) having met its obligations under the Original Agreement through the end of the current
    fiscal year (2020), specifically the minimum order requirements and payments of all associated invoices pursuant to the terms of
    the Original Agreement. For clarification, the foregoing are prerequisites to this Agreement becoming effective.


 


3.
GENERAL RIGHTS AND OBLIGATIONS 


 


	 	3.1.	Private
    Labeled Products. Purchaser hereby agrees to purchase Private Labeled Products exclusively and solely from Supplier, and Supplier
    hereby agrees to manufacture Private Labeled Products in accordance with Purchaser’s Specifications and to supply Purchaser
    with Private Labeled Products in quantities set forth in Accepted Purchase Orders. 
	 	 	 
	 	3.2.	Minimum
    Order Requirement. In order to meet the quarterly and yearly minimum order requirements of this Agreement, Purchaser hereby agrees
    that it shall purchase the Private Labeled Products in at least the quantities specified in Tables 1-4 of Appendix C.
    
	 	 	 
	 	3.3.	Specifications
    for Private Labeled Products. In consideration Purchaser’s up-front payment of $30,000 concurrently made on the
    Effective Date of this Agreement, Supplier agrees to provide Purchaser with certain proposed Specifications for the Private Labeled
    Products no later than February 1, 2020. Subject to Purchaser’s final approval, the final Specifications for the Private
    Labeled Products shall be mutually agreed upon by the Parties. Specifications approved by Purchaser for the Private Labeled Products
    must be able to be manufactured in a manner that is reasonably similar to the Supplier’s current manufacturing process. 
	 	 	 
	 	3.4.	Promotion
    of Private Labeled Products. It is the sole responsibility of Purchaser to, in a commercially reasonable manner: (i) market and
    promote the Private Labeled Products at relevant tradeshows, conferences, and other networking events; (ii) line up and interact
    with DME Distributors; (iii) educate DME Distributors and/or end users about the Private Labeled Products; and (iv) service reasonable
    requests from end users (including patients and physicians) relating to the Private Labeled Products. For purposes of promoting the
    Private Labeled Products, Purchaser and DME Distributors to whom Purchaser sells the Private Labeled Products shall have the right
    and a royalty-free license to use Supplier’s relevant trademarks for purposes of promoting, marketing or selling Private Labeled
    Products in the Territory. 
	 	 	 
	 	3.5.	Purchaser
    Pricing of Labeled Products. Purchaser and any DME Distributors to whom Purchaser sells Private Labeled Products shall have the
    right to set resale prices, bill, and collect payments for its sales of Private Labeled Products, subject to the following:


 




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	 	3.5.1.	Information
    or documents relating to Purchaser’s and any DME Distributors’ pricing of the Private Labeled Product shall not be publicized,
    including (but not limited to) on any websites, in public forums, events, or discussions, on any social media platform, or in printed
    publications. Furthermore, Purchaser’s and any DME Distributor’s pricing of the Private Labeled Products shall not be
    disclosed to any third-party that has not specifically requested a price quote for the Private Labeled Products.
	 	 	 
	 	3.5.2.	Any
    non-public pricing set by Purchaser and any DME Distributor in connection with its resale of the Private Labeled Products to end
    users or consumers shall not be below the manufacturer’s list price. That is, the manufacturer’s list price is the minimum
    price at which Purchaser and any DME Distributor may sell the Private Labeled Products, and excludes any applicable sales tax,
    VAT, and freight charges.
	 	 	 
	 	3.5.3.	The
    manufacturer’s list price for the Products (not privately labeled) as of the Effective Date of this Agreement is $[***].
    Any change in the manufacturer’s list price for the Products shall be communicated to Purchaser in writing. 


 


	 	3.6.	Limitations.
    Purchaser hereby acknowledges that the exclusive right granted under this Agreement is for the purchase of Private Labeled Products
    from Supplier, and the subsequent domestic sale of said Private Labeled Products to or through DME Distributors. 
	 	 	 
	 	3.7.	Modifications
    and Branding. Purchaser acknowledges that in no event shall Purchaser or any DME Distributor alter, disassemble, reassemble,
    or modify in any way any Private Labeled Products purchased from Supplier. Purchaser further acknowledges that it shall not alter
    any of the Supplier’s trademarks appearing on the Private Labeled Products, packaging, or inserts. 
	 	 	 
	 	3.8.	Warranties.
    Purchaser acknowledges that it shall sell the Private Labeled Products under Supplier’s Limited Warranty, included in Appendix
    B hereto. Purchaser agrees that it shall not make any representations or give any warranties concerning the Private Labeled Products
    or the capabilities of the Private Labeled Products which are false or misleading in any way or go beyond the warranties and representations
    made by Supplier in this Agreement. 
	 	 	 
	 	3.9.	FDA
    Requirements. To ensure continued compliance with the U.S. Food and Drug Administration’s (“FDA”) requirements,
    Purchaser and any DME Distributors to whom Purchaser sells Private Labeled Products shall not, directly or indirectly, supply any
    Private Labeled Products comprising a PainShield® device to patients without first obtaining an order or prescription from a
    physician, if applicable FDA rules or regulations so require. Purchaser and any DME Distributors to whom Purchaser sells Private
    Labeled Products shall be responsible for maintaining records of all such physician prescriptions for orders of Private Labeled Products
    that include a PainShield® device.


 




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	 	3.10.	Reporting.
    To ensure compliance with FDA requirements as set forth in Section 3.9 above and also in the event of any Private Labeled
    Product becoming subject to a recall, Purchaser and any DME Distributors to whom Purchaser sells Private Labeled Products shall maintain,
    during the Term, a complete record of all sales and distributions of Private Labeled Products, including all invoices, including
    at least the following information: customer name, date of sale, shipment date, serial number(s) of Private Labeled Products, and
    any physician prescriptions for any orders of Private Labeled Products that include a PainShield® device pursuant to Section
    3.9 above. The complete records maintained by Purchaser and DME Distributors shall be promptly supplied to Supplier on at least
    a bi-annual basis, subject to any applicable rules, regulations, or statutes regarding patient or consumer privacy and other applicable
    laws and regulations. Failure to comply with the reporting obligations under this Section shall void Supplier’s general warranty
    (provided in Appendix B) for any Private Labeled Products not reflected in Purchaser’s or DME Distributors’ records.
	 	 	 
	 	3.11.	Confidentiality.
    Each Party hereto agrees that, except as otherwise required by law, it shall keep confidential and not publicly disclose during
    the Term, and for a period of three (3) years thereafter, any Confidential Information as defined in Section 1.10 hereof,
    including the contents of this Agreement. Notwithstanding the foregoing, each Party’s confidentiality obligations with respect
    to Confidential Information that constitutes a trade secret under the laws of any jurisdiction within the Territory shall survive
    until such Confidential Information is no longer deemed to be a trade secret under such applicable law.
	 	 	 
	 	3.12.	DME
    Distributors. Purchaser shall be responsible for all DME Distributors to whom it sells Products or Private Labeled Products adhering
    to the terms set forth in Sections 3.5-3.11 above. The failure of Purchaser or any DME Distributor to whom it sells Products
    or Private Labeled Products to comply with the requirements of this section and as specifically set forth in Sections 3.5-3.11
    above, and Purchaser’s or DME Distributor’s failure to remedy such noncompliance within ten (10) days after receiving
    written notice thereof, shall constitute a breach and result in Supplier having the unilateral right to terminate this Agreement.
    As acknowledgment of Supplier’s liability assumed hereunder, Supplier has executed a written acknowledgment of its obligations
    and the obligations assumed with respect to any DME Distributors to whom it sells Private Labeled Products in Appendix D hereto.
    
	 	 	 
	 	3.13.	No
    Assignment. Neither Party shall assign or delegate to a third-party any of its rights, interests, or obligations under this Agreement
    without prior written consent from the other Party. No assignment, delegation, or subcontract by either Party shall relieve such
    Party from its obligations and liabilities under this Agreement. 
	 	 	 
	 	3.14.	Non-Compete.
    Purchaser hereby acknowledges that, during the Term and continuing for a period of six (6) months after expiration or termination
    of this Agreement, Purchaser shall not market, distribute, or sell in the Territory any medical or pain management devices that compete
    with Supplier’s Products.


 




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	4.	PURCHASE
    ORDERS 


 


	 	4.1.	Purchase
    Orders. Purchaser’s orders for Private Labeled Products shall be submitted to Supplier in a form mutually agreed upon by
    the Parties and consistent with the terms of this Agreement (“Purchase Order”). At a minimum, a Purchase
    Order for Purchaser’s requested Private Labeled Products must: (a) identify the specific Private Labeled Products being ordered
    (e.g., by model or product number(s)) and designated quantities thereof; and (b) allow for a lead time of at least thirty (30) business
    days commencing on the date of Supplier’s receipt of the Purchase Order. 
	 	 	 
	 	4.2.	Acceptance
    of Purchase Orders. Upon written confirmation from Supplier specifying (a) the lead time needed for manufacture of Private Labeled
    Products listed in a Purchase Order, and (b) the Total Cost thereof, the subject Purchase Order shall be deemed “accepted”
    (“Accepted Purchase Order”). An Accepted Purchase Order cannot be canceled and the Total Cost specified
    in an Accepted Purchase Order is not refundable. 


 


	5.	PRICING
    AND PAYMENT TERMS


 


	 	5.1.	Pricing.
    The prices at which Supplier will sell Private Labeled Products to Purchaser are set forth in Appendix A hereto. All prices
    or cost schedules included with this Agreement for Private Labeled Products constitute an introductory start-up price that is guaranteed
    by Supplier through the end of the 2021 calendar year. Thereafter, pursuant and subject to Section 2.2 of this Agreement and
    the limitations thereof, one or more of the Private Labeled Products and/or the prices of such Private Labeled Products are subject
    to modification by Supplier. For clarification, the prices of Private Labeled Products in this Section refer to the prices at which
    Supplier agrees to manufacture and sell Private Labeled Products to Supplier and Supplier agrees to purchase the Private Labeled
    Products from Supplier in quantities meeting the minimum order obligations of Section 2.2 and set forth in Appendix C.
	 	 	 
	 	5.2.	Taxes.
    Any prices listed herein for Private Labeled Products do not include applicable sales, use, value-added, excise or any other
    tax, duty, or charge that may now be or later become imposed by applicable federal, state, or other authority. Any such applicable
    taxes, duties, or other charges are the sole responsibility and shall be included in the Total Cost to be fully paid by Purchaser
    pursuant to, or in addition to (if charges incurred later) Supplier’s invoiced amounts for each Accepted Purchase Order.
	 	 	 
	 	5.3.	Invoicing.
    Supplier’s invoice for Private Labeled Products sold to Purchaser will be remitted to Purchaser on the date Supplier accepts
    a Purchase Order in the form of or as part of the Accepted Purchase Order. The invoiced amount of an Accepted Purchase Order (“Total
    Cost”) includes: (a) the cost of Private Labeled Products based on the type(s) and quantity(ies) of Private Labeled
    Product(s) specified in Purchaser’s Purchase Order based on the applicable pricing schedule; (b) any applicable sales, use,
    value added, excise or any other tax, duty, or charge that is in effect or will be imposed by any federal, state or other authority
    (see Section 5.2 above); (c) all applicable shipping and freight costs; and (d) 10% of any shipping insurance costs. 
	 	 	 
	 	5.4.	Payments.
    Pursuant to Section 5.2 above, Purchaser shall be provided the Total Cost of each Purchase Order in the form of an Accepted
    Purchase Order. Upon issuance of an Accepted Purchase Order, the Total Cost provided therein shall be due and payable as specified
    below.


 




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	 	5.4.1.	Initial
    50% of Total Cost Before Manufacture. At least half (50%) of the Total Cost set forth in an Accepted Purchase Order shall be
    paid by Purchaser within 2 business days following the issuance date of the Accepted Purchase Order. As this initial payment by Purchaser
    is a prerequisite to Supplier beginning manufacture of the Private Labeled Products specified in the Accepted Purchase Order, delayed
    payment by Purchaser is reasonably likely to delay and extend the estimated lead times for Supplier’s completion of the Purchase
    Order. 
	 	 	 
	 	5.4.2.	Remaining
    50% of Total Cost Before Final Delivery. The remaining 50% of the Total Cost shall be paid by Purchaser upon receipt of Supplier’s
    written notification confirming that the Private Labeled Products specified in the Accepted Purchase Order have been manufactured
    and are ready for Final Delivery. As Purchaser’s payment in full of the Total Cost is a prerequisite for the Final Delivery
    of the Private Labeled Products to Purchaser, delayed payment by Purchaser will delay Final Delivery of the Private Labeled Products
    to Purchaser by at least the same extent. 
	 	 	 
	 	5.4.3.	Late
    Payments. Purchaser’s timely payments of invoices for accompanying Accepted Purchase Orders are essential for achieving
    the objectives of this Agreements. Any invoiced amount not timely paid in full within thirty (30) days shall incur an interest charge
    of 10%. For purposes of this Section, timeliness of Purchaser’s payment shall be calculated from: (a) the issuance date of
    the Accepted Purchase Order with respect to the payment due under Section 5.4.1, and (b) Supplier’s written notification
    of manufactured Private Labeled Products being ready for Final Shipment with respect to the payment due under Section 5.4.2.


 


	6.	COMMERCIAL
    TERMS


 


	 	6.1.	Shipping:
    Supplier shall serve as the fulfillment center for Purchaser’s orders of Private Labeled Products. All “final shipments”
    of Private Labeled Products to Purchaser will be from Tyler, Texas via United States Postal Service Priority Mail, UPS, and/or Fed
    Ex (as specified) (“Final Shipment”). Although costs of shipping Products to Purchaser are not reflected
    in Supplier’s pricing of the Private Labeled Products, Purchaser shall be solely responsible for all costs of the “final
    shipments” of Private Labeled Products, and also for 10% of any shipping insurance charges, as reflected in the Total Cost.
	 	 	 
	 	6.2.	Delivery.
    Private Labeled Products purchased from Supplier by Purchaser shall be delivered consistent with the terms of this Agreement
    and in accordance with Purchaser’s standard terms for Purchase Orders. Title and risk of loss for Private Labeled Products
    shall be deemed to pass to Purchaser upon Supplier’s tender of the Private Labeled Products for Final Shipment to the delivery
    location designated by Purchaser in the applicable Purchase Order (or to such other location as mutually agreed by the Parties) (“Delivery
    Location”). “Final Delivery” means that the relevant Private Labeled Products have been delivered
    to the Delivery Location and accepted by Purchaser (or the applicable DME Distributor if the Delivery Location is a location owned
    or controlled by a DME Distributor). 


 




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	 	6.3.	Warranty
    & Returns. Pursuant to Supplier’s “General Warranty and Return Policy” included in Appendix B hereto,
    Private Labeled Products sold to Purchaser pursuant to this Agreement are warranted by Supplier for twelve (12) months following
    the date of Final Delivery and shall (a) conform to the applicable Specifications, (b) be fit for their intended purpose and operate
    as intended, (c) be merchantable, (d) and not infringe or misappropriate any third party’s patent or other intellectual property
    rights. Supplier’s warranty of the Private Labeled Products shall pass through and apply to end-users that purchase the Private
    Labeled Products from Purchaser or from a DME Distributor to whom Purchaser sold the Private Labeled Products. Supplier’s warranty
    does not apply to shields (patches). Although included in the Private Labeled Products of this Agreement, the shields are warranted
    only to be merchantable, suitable for their intended use, and shall not infringe or misappropriate any third party’s patent
    or other intellectual property rights, and such warranty ceases to apply following first use/application of said shield. Also specifically
    excluded by Supplier’s warranty are Private Labeled Products that have been subject to: (i) misuse or accident; (ii) attempted
    repair by a person that has not been specifically authorized by Supplier to perform said repair; or (iii) use in a manner that is
    not specifically authorized or approved in the User Manual for such Private Labeled Products.
	 	 	 
	 	6.4	Inspection
    and Rejection of Nonconforming Products. Purchaser (or the applicable DME Distributor if a shipment is sent directly to a DME
    Distributor) has the right to inspect the Private Labeled Products on or after the date of delivery. Purchaser (or the applicable
    DME Distributor), at its sole option, may inspect all or a sample of the Private Labeled Products in such shipment, and may reject
    all or any portion of such Private Labeled Products if it determines such Private Labeled Products are nonconforming (including by
    failure to adhere to the Specifications), damaged, or defective. If Purchaser (or a DME Distributor) rejects any portion of the Private
    Labeled Products, Purchaser (or the applicable DME Distributor) has the right, effective upon written notice to Supplier, to require
    replacement of such rejected Private Labeled Products from Supplier pursuant to Supplier’s General Warranty and Return Policy.


 


	7.	TERM
    AND TERMINATION


 


	 	7.1.	Term.
    Subject to the termination of this Agreement by a Party as set forth herein, the Term of this Agreement shall begin on the Effective
    Date and continue until the end of the 2023 calendar year (“Initial Term”). At the end of the Initial Term,
    and annually thereafter, the Agreement will automatically renew for an additional one (1) year term (“Renewal Term,”
    and, together with the Initial Term, the “Term”), or for one or more additional Renewal Term(s) as the
    case may be, provided that: (a) Purchaser has met the minimum purchase requirements as set forth herein; and (b) neither Party
    has provided written notice to the other Party of its desire to not renew the Agreement. Should a Party desire to not renew
    the Agreement for a Renewal Term, written notice of the same must be provided to the other Party at least thirty (30) days prior
    to the end of the Initial Term or any subsequent Renewal Term then in effect. 
	 	 	 
	 	7.2.	Termination
    by Parties. Either Party may terminate this Agreement upon providing the other Party with written notice of its desire to terminate
    no less than ninety (90) days before the date of termination. A Party’s exercise of its rights to terminate under this Section
    shall not affect or eliminate its or the other Party’s obligations under this Agreement during the prerequisite notice period,
    i.e., before the date of the termination.


 




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	 	7.3.	Failure
    to Meet Minimum Order Requirements. Should Purchaser fail to meet (a) the minimum quarterly order requirements for any two (2)
    successive calendar quarters, or (b) the minimum yearly order requirement for any one (1) calendar year, Supplier shall have the
    right to unilaterally terminate this Agreement. 
	 	 	 
	 	7.4.	Effect
    of Termination. Termination of this Agreement by either Party shall not affect Purchaser’s accrued obligations to pay for
    Private Labeled Products ordered by Purchaser pursuant to an Accepted Purchase Order as set forth herein. 


 


	8.	NOTICE


 


Any
notice, demand, or communication required, permitted, or desired to be given hereunder shall be in writing and shall be deemed to be
sufficiently served for all purposes if delivered by registered or prepaid certified mail to the Parties’ designated addresses
provided below, or upon a Party’s receipt if sent and delivered by electronic mail (email) or facsimile.


 


	NanoVibronix,
    Inc.

    525
    Executive Boulevard

    Elmsford,
    NY 10523
	 	Ultra
    Pain Products, Inc.

    23-25
    31st Street

    Astoria,
    NY 11105



 


	9.	OTHER
    PROVISIONS


 


	 	9.1.	Relationship
    of the Parties. Nothing in this Agreement shall be deemed to constitute or suggest that either Party is an agent or representative
    of the other party, or that the Parties are partners. Accordingly, neither Party shall (i) be responsible for acts or omissions of
    the other Party, (ii) have authority to speak or act on behalf of or in a representative capacity for the other Party, or (iii) obligate
    the other Party in any way without prior written grant of such authority from the other Party. 
	 	 	 
	 	 9.2.	Representations
    and Warranties. Supplier represents and warrants that (a) all Private Labeled Products tendered under this Agreement shall be
    free and clear of any liens or encumbrances; (b) all Private Labeled Products shall be in conformity with the warranties set forth
    in Section 6.3; and (c) throughout the Term, Supplier shall remain in compliance with all applicable laws, regulations, and
    ordinances affecting the Private Labeled Products and this Agreement, including, without limitation, Supplier’s obligation
    to maintain in good standing any applicable licenses, permissions, authorizations, consents, and permits that it needs to carry out
    its obligations under this Agreement. Each Party further warrants that it has the authority to enter into this Agreement and perform
    its respective obligations hereunder, and that executing this Agreement will not cause it to violate the terms of any preexisting
    obligations or agreement. Further, each Party represents that it shall obtain and maintain, for the Term of this Agreement: (a) adequate
    and appropriate insurance coverage; and (b) all registrations with governmental agencies, commercial registries, or any other offices
    which may be required under local, state, or federal laws to perform its obligations under this Agreement. 


 




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	 	9.3.	Limitations
    on Liability. With the exception of Supplier’s obligations to indemnify Purchaser pursuant to Section 9.4, in no
    event shall either Party be liable to the other Party for any incidental, consequential, indirect, special, or punitive damages arising
    out of or relating to this Agreement, regardless of whether such liability is based on breach of contract, tort (including negligence),
    strict liability, breach of warranties, failure of essential purpose, or otherwise, even if advised of the possibility of such damages.
    Notwithstanding the foregoing, and with the exception of (a) a breach of Confidentiality as set forth herein, or (b) infringement
    of Supplier’s intellectual property rights, each Party’s total liability to the other Party shall be limited to amounts
    paid or payable by Purchaser to Supplier during the twelve (12) month period preceding the interposition of a claim.
	 	 	 
	 	9.4	Indemnification.
    Supplier shall indemnify, defend, and hold harmless Purchaser and its shareholders, officers, directors, employees, agents, affiliates,
    successors, and permitted assigns (collectively, “Indemnified Party”) against any claims, actions, judgments,
    or expenses associated therewith, including reasonable attorneys’ fees and costs, fees and the costs of enforcing any right
    to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively,
    “Losses”), relating to, arising out of, or resulting from:


 


	 	(a)	any
    claim of a purchaser or end-user of a Product or Private Labeled Product that arises out of or relates to the Product or Private
    Labeled Product, provided that such claim is not attributable to negligence, willful misconduct, or breach of this Agreement by Purchaser
    or a DME Distributor to whom Purchaser has sold Private Labeled Products; or
	 	 	 
	 	(b)	Supplier’s
    negligence, willful misconduct, or breach of its representations or warranties under Section 9.2).


 


	 	9.5.	Force
    Majeure. Neither Party shall bear responsibility of complete or partial non-performance of any of its obligations if the non-performance
    results from unforeseeable circumstances, such as natural calamities, fire, changes of export/import regulations or laws of any countries
    or territories with authority and jurisdiction, failure of transport, world or national pandemic, or any other circumstances beyond
    the Parties’ foreseeable control. Upon such occurrence, the time for fulfillment of the Parties’ respective obligations
    shall be extended for a period that is reasonable to accommodate the duration of the particular circumstances.
	 	 	 
	 	9.6.	Jurisdiction.
    This Agreement shall be governed in accordance with the laws and regulations of New York, without reference to any Conflict of
    Laws provisions thereof. Nothing in this Agreement is to prevent a Party from brining an action for equitable or injunctive relief
    in a court of competent jurisdiction to compel the other party to comply with its obligations under this Agreement. 


 




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	10.	AGREEMENT
    CONSTRUCTION AND EFFECT


 


	 	10.1.	Incorporation
    by Reference. The recitals set forth above are hereby incorporated by reference into this Agreement. 
	 	 	 
	 	10.2.	Headings.
    The headings of this Agreement are for ease of reference only and are not intended to constitute a substantive part of this Agreement
    for purposes of construction.
	 	 	 
	 	10.3.	Amendments.
    No amendments, modification, termination or possible waiver of any provision of this Agreement shall be valid unless provided
    in writing and signed by both Parties hereto. 
	 	 	 
	 	10.4.	Complete
    Agreement. This Agreement, including all exhibits and appendices hereto, embodies and constitutes the entire agreement and understanding
    of the Parties with respect to the subject matter hereof, and supersedes all prior agreements, contracts, understandings, and communications
    – whether oral, written, express, or implied – between the Parties relating to such subject matter, including the Original
    agreement. For the avoidance of doubt, the Parties’ Original Agreement, amended and restated in its entirety herein, shall
    be deemed null, void, and of no further force or effect as of the Effective Date of this Agreement.
	 	 	 
	 	10.5	Severability.
    If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality,
    or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term
    or provision in any other jurisdiction.
	 	 	 
	 	10.6	Waiver.
    No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed
    by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights,
    remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or
    partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise
    of any other right, remedy, power, or privilege.
	 	 	 
	 	10.7	Counterparts.
    This Agreement may be executed in counterparts (including electronically), each of which is deemed an original, but all of which
    together are deemed to be one and the same agreement.


 


[Remainder
of Page Intentionally Blank]


**Signatures
to Follow**


 




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Intending
to be bound, the Parties hereto have executed this Agreement as of the Effective Date.


 


	SUPPLIER	 	PURCHASER
	 	 	 
	NanoVibronix,
    Inc.	 	Ultra
    Pain Products, Inc.
	525
    Executive Boulevard	 	745
    Shotgun Road, Suite D
	Elmsford,
    NY 10523	 	Sunrise,
    FL 33326
	 	 	 	 	 
	By:
    	/s/
    Brian Murphy	 	By:	/s/
    Ari Alayev
	Name:
    	Brian
    Murphy 	 	Name:	Ari
    Alayev
	Title:
    	CEO	 	Title:	President
	Date:
    	12/9/2020	 	Date:	__________


 




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APPENDIX
A


 


PRODUCTS
AND PRICING SCHEDULE


 


	PRODUCT
    NO.	 	DESCRIPTION	 	UNIT
    PRICE
	10-100-0008	 	PainShield®
    Kit: 

    PainShield®
    MD driver unit 

    Transducer

    30
    small patches

     

    User
    Manual and Quick Start

    Charger
    unit

     
	 	$[***]

     

	10-100-0002	 	Monthly
    Small Patch Kit:

    1
    Transducer

    30
    Acrylic Patches

     
	 	$[***]
	10-100-0004	 	Monthly
    Small Patch Kit:

    1
    Transducer

    30
Silicone Patches
	 	$[***]

     

	 	 	 	 	 
	[TBD]	 	PainShield®PlusTM
    Kit:

    PainShield®
    MD driver unit

    2
    Transducers

    60
    small patches

     

    User
    Manual and Quick Start

    Charger
    unit

     
	 	$[***]

     

	[TBD]	 	Monthly
    Small Patch Kit:

    2
    Transducers

    60
    Acrylic Patches

     
	 	$[***]
	[TBD]	 	Monthly
    Small Patch Kit:

    2
    Transducers

    60
    Silicone Patches
	 	$[***]


 


*
Listed prices are in U.S. Dollars ($).


 


**
Listed prices do not include applicable taxes, VAT, or freight charges.


 


***
Listed prices are guaranteed through end of fiscal year 2021.


 




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APPENDIX
B


 


General
Warranty and Return Policy 


PainShield®
and PainShield®PlusTM


 


NanoVibronix
warrants that the PainShield® MD driver shall be defect-free for a period of one year from the product date of shipment.


 


The
liability of NanoVibronix under this warranty is limited to the repair or replacement (at NanoVibronix’s choice) of any allegedly
defective part or parts under warranty by NanoVibronix at its expense. The defective driver shall be returned to NanoVibronix accompanied
by a notice that describes the nature of the problem.


 


This
warranty shall not apply to a product which has been subject to misuse, unauthorized use, negligence, accident, (including but not limited
to fire, water, explosion, smoke, or vandalism) or which has not been operated in compliance with NanoVibronix instructions of use.


 


Without
derogating from the above, this warranty is void, if at any time anyone other than NanoVibronix authorized personnel removes the product
casing and/or attempts to make any internal changes, removals, attachments or additions to the product or its components.


 


Sheaths/patches
used with the PainShield® MD driver are not covered by this warranty, as they are warranted as suitable for intended use. No warranty
of use applies to sheaths/patches upon first application.


 




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APPENDIX
C


 


Table
1


 


	Effective
Date of Agreement → End of Fiscal Year 2021

	DESCRIPTION	 	Q1	 	 	Q1	 	 	Q1	 	 	Q1	 	 	TOTAL	 
	Private Labeled Product* Kit	 	 	1,250	 	 	 	1,250	 	 	 	1,250	 	 	 	1,250	 	 	 	5,000	 



 


Table
2


 


	Fiscal
Year 2022

	DESCRIPTION	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	TOTAL	 
	Private Labeled Product* Kit	 	 	2,500	 	 	 	2,500	 	 	 	2,500	 	 	 	2,500	 	 	 	10,000	 



 


Table
3


 


	Fiscal
Year 2023

	DESCRIPTION	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	TOTAL	 
	Private Labeled Product* Kit	 	 	2,500	 	 	 	2,500	 	 	 	3,000	 	 	 	3,000	 	 	 	11,000	 



 


Table
4


 


	Renewal
Term(s) 

	DESCRIPTION	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	TOTAL	 
	Private Labeled Product* Kit	 	 	3,000	 	 	 	3,000	 	 	 	3,000	 	 	 	3,000	 	 	 	12,000	 



 


*
Private Labeled Product denotes one or more Products as identified in Appendix A.


 


Purchaser’s
yearly and quarterly minimum order quotas (Tables 1-4) may be satisfied by units of the PainShield® Kit, PainShield®PlusTM
Kit, or any combinations thereof.


 


Pricing
of Purchaser’s orders will be determined based on the Product (i.e., PainShield® or PainShield®PlusTM and
the units thereof, or of each if a combination is desired.


 




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APPENDIX
D


 


Pursuant
to the appended Agreement entered into by the Parties on this ___ day of December, 2020, and as specifically provided in Section
3.12 thereof, Purchaser hereby acknowledges its obligations and assumed liability for any DME Distributors to whom it sells Products
or Private Labeled Products adhering to and complying with:


 


	 	(a)	limitations
    on pricing of Private Labeled Products, and specifically on publicized pricing of any kind, as set forth in Section 3.5 of
    the Agreement;
	 	 	 
	 	(b)	all
    sales of Private Labeled Products being limited to the Territory, as set forth in Section 3.6 of the Agreement;
	 	 	 
	 	(c)	the
    prohibitions against any modifications of the Private Labeled Products, as set forth in Section 3.7 of the Agreement;
	 	 	 
	 	(d)	Supplier’s
    limited warranty with respect to any Private Labeled Products, as set forth in Section 3.8 of the Agreement;
	 	 	 
	 	(e)	Any
    applicable FDA requirements for obtaining physician prescriptions as a prerequisite to selling Private Labeled Products, including
    Supplier’s PainShield® device, to customers and maintaining records thereof, as set forth in Section 3.9 of the
    Agreement;
	 	 	 
	 	(f)	the
    reporting obligations set forth in Section 3.10 of the Agreement, and supplying complete reports to Supplier on at least bi-annual
    basis; and
	 	 	 
	 	(g)	the
    duty of confidentiality set forth in Section 3.11 of the Agreement. 


 


Executed
on even date herewith by and on behalf of:


 


	Purchaser	Ultra
    Pain Products, Inc.	 
	 	745
    Shotgun Road, Suite D	 
	 	Sunrise,
    FL 33326	 
	 	 	 	 
	 	By:
    	 	 
	 	Name:
    	Ari
    Alayev	 
	 	Title:
    	President	 


 




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