0001493152-25-006855 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2025 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2025, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Securities PURCHASE AGREEMENT
Securities Purchase Agreement • February 14th, 2025 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2025, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Alpha Capital Anstalt (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

SENIOR CONVERTIBLE DEBENTURE DUE the earlier of the trigger date and November 13, 2025
Convertible Security Agreement • February 14th, 2025 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Convertible Debentures of NanoVibronix, Inc., a Delaware corporation (the “Company”), having its principal place of business at 969 Pruitt Avenue, Tyler, Texas 77569, designated as its Senior Convertible Debenture due the earlier of the Trigger Date and November 13, 2025 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”) and is issued pursuant to the Purchase Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER by and among NANOVIBRONIX, INC., a Delaware corporation; NVEH MERGER SUB I, INC., a Delaware corporation; NVEH MERGER SUB II, LLC, a Delaware limited liability company; and ENVUE MEDICAL HOLDINGS, CORP., a Delaware...
Agreement and Plan of Merger • February 14th, 2025 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 14 , 2025, by and among NanoVibronix, Inc., a Delaware corporation (“Parent”), NVEH Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“First Merger Sub”), NVEH Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and ENvue Medical Holdings, Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.