Execution
Copy


 


STOCK
PURCHASE AGREEMENT


 


by
and among


 


GLOBISENS
SHAREHOLDERS


GLOBISENS
LTD.,


 


and


 


LOGICAL
CHOICE CORPORATION


 


As
of October 21, 2014


 




    	 



    	 



    

 


STOCK
PURCHASE AGREEMENT


 


STOCK
PURCHASE AGREEMENT (this “Agreement”), dated as of October 21, 2014, by and among (i) DOVI BRUKER, an
individual (“Bruker” or the “Majority Globisens Shareholder”) and the other
individuals who have executed this Agreement on the signature page hereof (each a “Minority Globisens Shareholder”
and collectively, the “Minority Globisens Shareholders”); (ii) GLOBISENS LTD., a corporation
organized under the laws of the State of Israel (“Globisens” or the “Company”);
and (iii) LOGICAL CHOICE CORPORATION, a Nevada corporation (“LCC” or the “Buyer”).


 


The
Majority Globisens Shareholder and the Minority Globisens Shareholders are hereinafter sometimes collectively referred as the
“Globisens Shareholders” or “Sellers.” The Globisens Shareholders are hereinafter
sometimes collectively referred to as the “Selling Parties” and the Globisens Shareholders, the Company
and the Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties.”
Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them as set forth on Annex I,
annexed hereto. It is agreed and acknowledged that each of the Globisens Shareholders is entering into this Agreement severally
and not jointly with the other Globisens Shareholders.


 


WHEREAS,
the Company is engaged in, among other things, the business of designing, developing and selling education technology products
and services (the “Business”);


 


WHEREAS,
upon the terms, in the manner and subject to the conditions set forth in this Agreement, the Globisens Shareholders and the board
of directors of the Company desire to cause to consummate a transaction with the Buyer, pursuant to which the Globisens Shareholders,
as collective owners of 100% of the Company’s outstanding capital stock, will sell all their shareholdings of the Company
at the Closing (as defined below) in consideration for Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), payable in
the manner hereinafter described (the “Transaction”); and


 


WHEREAS,
upon the terms, in the manner and subject to the conditions set forth in this Agreement, the Buyer is willing to acquire all Shares
in the Company.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be
legally bound hereby, the Parties hereto hereby agree as follows:


 


ARTICLE
I.


THE
TRANSACTION


 


1.1Globisens
Capitalization. 


 


(a)As
of the date of this Agreement, the Globisens Shareholders own 13,901 Ordinary Shares 0.01(NIS) par value per share (the “Ordinary
Shares”) which represent of record and beneficially One Hundred Percent (100%) of the issued and outstanding share capital
of the Company, as described in the capitalization table attached hereto as Annex A and made a part hereof (the
“Capitalization Table”). As used in this Agreement, the term “Fully-Diluted Company Shares”
shall mean the collective reference to (i) all issued and outstanding Company Ordinary Shares, (ii) all issued and outstanding
Company preferred or preference shares (if any), (iii) all Ordinary Shares as may be issuable upon the exercise of all warrants,
stock options or other rights granted to any Person to purchase such Company Ordinary Shares, and (iv) all Company Ordinary Shares
that may be issued upon conversion into Company Ordinary Shares of notes, debentures, preferred stock or other securities convertible
into such Company Ordinary Shares.


 




    	 



    	 



    

 


1.2Acquisition
of Subject Globisens Shares.


 


(a)On
the “Closing Date” (herein defined), the Buyer shall acquire from the Globisens Shareholders, in consideration
for the payment of aggregate amount of USD Five Million ($5,250,000) Dollars (the “Purchase Price”), an
aggregate of Thirteen Thousand Nine Hundred and One (13,901) Company Ordinary Shares representing One Hundred One Percent (100%)
of the Fully-Diluted Company Shares (the “Subject Globisens Shares”). At the Closing (as defined hereinafter)
Buyer shall purchase (i) from Bruker a total of 8,693 Ordinary Shares, representing 62.54% of the Subject Shares, and (ii) from
the Minority Globisens Shareholders, as follows: (A) from Benjamin Kaufman (“Kaufman”) a total of 2,780
Ordinary Shares, representing 20.00% of the Subject Shares, (B) from Alejandro Jose Merikanskas Halpern (“AJ Halpern”)
a total of 1,005 Ordinary Shares, representing 7.23% of the Subject Shares, (C) from Arturo Leon Merikanskanskas Halpern (“AL
Halpern”) a total of 1,005 Ordinary Shares, representing 7.23% of the Subject Shares, and (D) from Judith Anat Herzog
(“Herzog”) a total of 417 Ordinary Shares, representing 3.00% of the Subject Shares. Accordingly, Bruker
shall be entitled to 62.54% of the Purchase Price, Kaufman shall be entitled to 20.00% of the Purchase Price, AJ Halpern shall
be entitled to 7.23% of the Purchase Price, AL Halpern shall be entitled to 7.23% of the Purchase Price and Herzog shall be entitled
to 3.00% of the Purchase Price (for each such Globisens Shareholders, the “Pro Rata Entitlement”).


 


(b)At
the closing of the Buyer’s purchase of the Subject Globisens Shares on the Closing Date (the “Closing”)
and against payment of the Purchase Price, the Company shall deliver to the Buyer share certificates evidencing all of the Subject
Globisens Shares, and upon the due transfer of the Subject Globisens Shares, Buyer shall be registered at the Company’s
Registrar of Shareholders as the legal owner of the Subject Globisens Shares having good and marketable title to the Subject Globisens
Shares, free and clear of all Encumbrances, other than as set forth in Section 1.4 below and the Pledge granted hereunder.


 




    	 



    	 



    

 


1.3Purchase
Price and Payment.The Purchase Price shall be payable to the Globisens Shareholders in full on the Closing Date as follows:


 


(a)The
sum of Two Million Five Hundred Thousand ($2,500,000) Dollars (“Closing Cash Consideration”) shall
be paid at Closing in cash by wire transfer of immediately available funds to the accounts designated by each Globisens
Shareholder (which shall be distributed among such shareholders according to Annex A hereto) according to their
Pro Rata Entitlement ; it being understood by the Parties that (i) the Closing Cash Consideration shall be paid out of the
net proceeds of the “Buyer IPO” described below and (ii) Buyer shall at all times, ensure
sufficient funds to be paid upon exercise of the Put Option (described below); and


 


 (b)The sum of Two Million Seven Hundred Fifty Thousand ($2,750,000) Dollars shall be
paid at Closing by delivery and transfer of an aggregate of Two Million Seven Hundred and Fifty Thousand ($2,750,000) Dollars
of common stock, $0.001 par value per share (the “Buyer Common Stock”). On the Closing Date, Buyer shall
deliver and transfer for the benefit of each of the Globisens Shareholders its applicable “Pro Rata Entitlement” of
Buyer Common Stock as detailed in Annex A attached hereto. Such applicable Buyer Common Stock shall be delivered
to a trustee designated according to the ITA (as defined below) (the “Common Stock Trustee), that number of shares
of the Buyer Common Stock as shall be determined by dividing (i) (USD) $2,750,000, by (ii) the per share price at
which shares of Buyer Common Stock is initially offered to the public in the Buyer IPO (the “Buyer Shares”);
provided, however, that in no event shall the Buyer Shares represent less than 3.437% of the issued and outstanding
“Buyer Fully-Diluted Common Stock” (herein defined) immediately prior to the Buyer IPO, based on a (USD)
Eighty Million Dollar ($80,000,000) valuation of all Buyer Fully-Diluted Common Stock immediately prior to the Buyer IPO (the
“Market Valuation”). In the event that for any reason, the Market Valuation in the Buyer IPO shall be
less than (USD) $80,000,000, the percentage of the Buyer Fully-Diluted Common Stock represented by the Buyer Shares shall be proportionately
increased. The term “Buyer Fully-Diluted Common Stock” shall mean the collective reference to (i) all
issued and outstanding Buyer Common Stock, (ii) all issued and outstanding Buyer preferred or preference shares (if any), (iii)
all Common Stock as may be issuable upon the exercise of all warrants, stock options or other rights granted to any Person to
purchase such Buyer Common Stock, and (iv) all Buyer Common Stock that may be issued upon conversion into Buyer Common Stock of
notes, debentures, preferred stock or other securities convertible into such Buyer Common Stock.


 


(c)
Upon execution of this Agreement Buyer shall wire transfer to Company’s bank account an amount of $44,000 (the “Primary
Company’s Expenses”) in order to pay for the Company’s expenses incurred for the preparation of the “Required
Financial Statements” (defined below) through June 30, 2014 and the Pre-Ruling ( as defined below). In the event that the
Buyer shall require a review of the September 30, 2014 quarterly financial statements of the Company or an audit of the Company’s
fiscal year 2014 financial statements for the Buyer IPO as part of the “Required Financial Statements” (defined herein),
the costs of the review or audit of such Required Financial Statements shall be borne by the Buyer.


 




    	 



    	 



    

 


1.4Put
Option; Lock Up Agreement and Trustee Instructions Agreement. 


 


(a)In
order to secure the value of the Buyer Shares, subject to the terms and conditions of this Section 1.4, on the Closing
Date the Buyer shall grant to the Globisens Shareholders an option (the “Put Option”), exercisable at
any time during the two (2) year period, commencing after two (2) years following the Closing Date and ending four (4) years following
the Closing Date (the “Put Option Period”), to cause the Buyer to redeem and repurchase all or a portion
of the Buyer Shares from each of Globisens Shareholders according to their Pro Rata Entitlement, at a price for each Buyer Share
made subject to such Put Option based on a (USD) Two Million Seven Hundred and Fifty Thousand ($2,750,000) Dollars value for all
of such Buyer Shares (the “Put Option Price”). The Put Option may be exercised at any time or from time
to time, during the Put Option Period, upon thirty (30) days prior written notice to the Buyer given by Bruker as a representative
of the Globisens Shareholders (the “Representative”) on behalf of the Globisens Shareholders.


 


(b)From
the Closing Date to and for two (2) years thereafter and until the commencement of the Put Option Period (the “Lock
Up Period”), unless otherwise approved by the Buyer and the managing underwriter of the Buyer Common Stock in connection
with the Buyer IPO (the “Underwriter”), the Globisens Shareholders shall not sell, transfer, hypothecate
or assign (collectively, “Transfer”) any of their Buyer Shares. Upon the commencement of the Put Option
Period, there shall be no restrictions on Transfer of the Buyer Shares.


 


(c)Notwithstanding
the foregoing or any other provision of this Agreement, in the event that at any time during the Put Option Period all of the
Buyer Shares (i) shall have been registered for resale under the United States Securities Act of 1933, as amended (the “Securities
Act”), or may immediately be resold to the public without restriction pursuant to an applicable exemption from the
registration requirements of the Securities Act (either, the “Salable Shares”), and (ii)
any or all of such Salable Shares have been sold by the Globisens Shareholders at a price per Buyer Share that equals or
exceeds the initial per share offering price in which shares of Buyer Common Stock were sold to the public in the Buyer
IPO (the “IPO Offering Price”), the dollar amount and number of Buyer Shares that Buyer is obligated
to purchase upon exercise of the Put Option shall be reduced by the dollar value of the number of Salable Shares that were sold
by the Globisens Shareholders. For the avoidance of doubt, if (x) the initial per share offering price in which shares of Buyer
Common Stock were sold to the public in the Buyer IPO is $5.00 and the number of Buyer Shares is 550,000 Buyer Shares (valued
at $2,750,000) and (y) the number of Salable Shares sold by Globisens Shareholders is 300,000 Buyer Shares sold at a price of
$7.50 per share (valued at $2,250,000), then the Put Option may only be exercised for 100,000 additional Buyer Shares for $5.00
per share, or $500,000. The remaining 150,000 Buyer Shares would be retained by the Globisens Shareholders.


 


Nothing
contained in this Section 1.4(c) shall require Globisens Shareholders to sell Salable Shares at or above the IPO Offering Price
during the Put Option Period; provided, however, that, if any of the Globisens Shareholders elects, either at the
commencement of or during the Put Option Period, not to sell otherwise Salable Shares at or above the IPO Offering
Price, in lieu of the Buyer being required to repurchase the Buyer Shares upon exercise of the Put Option, the Buyer or its Affiliates
may at any time during the Put Option Period, either prior to or following exercise of such Put Option, shall have the right to
arrange for a third party to purchase in a brokers transaction or otherwise such Salable Shares at a price equal, to or
higher than the IPO Offering Price; in which event, if the Globisens Shareholder(s) shall not sell their Salable Shares
to such third party for cash at the IPO Offering Price, or at a higher price as shall be offered, the Put Option shall expire.


 




    	 



    	 



    

 


(d)In
order to secure the exercise of the Put Option and the payment thereunder, on the Closing Date, (i) the Buyer shall deliver to
Arad & Co. Trust Ltd. attn: Lior Kwintner, Esq. 1 Kermenitzki St., Tel-Aviv 6789901, Israel (the “Trustee”)
the applicable share certificates and executed Transfer Deeds evidencing 100% of the Subject Globisens Shares purchased by the
Buyer at the Closing and (ii) execute a deed of first priority pledge in the form attached hereto as Exhibit 1.5(d)(ii)
(the “Deed of Pledge” or the Pledge”). The Trustee shall hold the Transfer Deeds and Subject Globisens
Shares certificates under a Trustee Instructions Agreement among the Globisens Shareholders, the Company, the Buyer and the Trustee,
in the form annexed hereto as Exhibit 1.4(b) and made a part hereof (the “Trustee Instructions Agreement”).
Such Trustee Instructions Agreement shall provide, inter alia, that in the event that the Put Option shall be exercised and the
Buyer shall, within thirty (30) days from the exercise of the Put Option, fail to redeem and repurchase the Buyer Shares for the
full Put Option Price (“Buyer Repurchase Failure”) then and in such event all Subject Globisens Shares shall
be returned and transferred by the Trustee to the Globisens Shareholders free and clear of all Encumbrances according to their
Pro Rata Entitlement.


 


(e)It
is clarified agreed and understood that in any event, including upon the return and transfer of the Subject Globisens Shares according
to the immediate preceding Section 1.4(d), the Globisens Shareholders shall always retain the full cash portion of the Purchase
Price paid at the Closing. In no event shall the number of Subject Globisens Shares that are subject to the Put Option be reduced
if there shall be a Buyer Repurchase Failure. Additionally, the Trustee Instructions Agreement shall provide that upon timely
payment of the Put Option Price or upon the expiration of the Put Option, all of the certificates evidencing the Subject Globisens
Shares and related Transfer Deeds shall be promptly returned by the Trustee to the Buyer.


 


(c)Subject
to the requirements of the tax laws of the State of Israel, if the Put Option is exercisable, but not exercised during the Put
Option Period, the Buyer Shares shall continue to be held by the Common Stock Trustee until the expiration of four (4) years from
the Closing Date.


 


1.5Closing.


 


(a)
Time and Place of the Closing; Buyer IPO. The closing of this Agreement and the transactions contemplated hereby (the
“Closing”) shall take place on a date (the “Closing Date”) shall be immediately
following the Buyer’s consummation of its initial public offering on The NASDAQ Stock Market or the NYSE:American Stock
Exchange of Buyer Common Stock (the “Buyer IPO”) pursuant to a registration statement on Form S-1 (the
“Registration Statement”) that is declared effective by the United States Securities and Exchange Commission
(“SEC”). The Closing shall take place at the offices of the counsel to the Buyer or remotely via the
exchange of documents and signatures as the Buyer and the Globisens Shareholders mutually agreed upon, in writing. Notwithstanding
the foregoing, the Closing Date shall occur on or before March 31, 2015 (the “Outside Closing Date”),
unless such Outside Closing Date shall be extended by mutual written agreement of Representative and the Buyer.


 




    	 



    	 



    

 


(b)Required
Financial Statements.In connection with the Buyer IPO, the Sellers shall cause the Company to deliver to the Buyer:


 


(i)by
a date which shall be not later than September 30, 2014, the audited balance sheet, statement of operations, statement of cash
flows and statement of stockholders equity of the Company as at December 31, 2012 and December 31, 2013 and for the two fiscal
years the ended (the “2012 and 2013 Financial Statements”);


 


(ii)if
required under Regulation D and Regulation S-X, as promulgated under the United States Securities Act of 1933, as amended, following
the date of this Agreement, the audited balance sheet, statement of operations, statement of cash flows and statement of stockholders
equity of the Company as at December 31, 2014 and for the fiscal year the ended (the “2014 Financial Statement”
and together with the 2012 and 2013 Financial Statements, the “Audited Financial Statements”); and


 


(iii)the
comparative unaudited financial statements of the Company for the comparative nine month periods ended September 30, 2013 and
September 30, 2014 (the “Unaudited Financial Statements”), which Unaudited Financial Statements shall
be updated by the Company to a date which shall be 45 days prior to the effective date of the Registration Statement


 


The
Audited Financial Statements and the Unaudited Financial Statements are collectively referred to in this Agreement as the “Required
Financial Statements”). Such Required Financial Statements shall include a balance sheet, statement of income and
statement of cash flows and the Audited Financial Statements shall be accompanied by the audit report of an accounting firm that
is qualified to audit financial statements of United States publicly traded companies.


 


(c)Tax
Pre-Ruling.The Transaction contemplated herein is subject to the grant prior to the Closing Date of a tax pre-ruling by
the ITA according to Section 104H of the Israeli Income Tax Act (the “Pre-Ruling”). The parties hereto acknowledge
and agree that there is no assurance that such Pre-Ruling shall be granted.


 


(d)Deliveries
and Transactions at the Closing. At the Closing, the following transactions shall occur simultaneously (no transaction shall
be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents
delivered):


 


(i)
Share Transfer Deed. Share Transfer Deed in respect of the Subject Globisens Shares, effectuating the transfer thereof
to the Buyer, in the form attached hereto as Exhibit 1.5(d)(i), shall be signed by the each Globisens Shareholder
and the Buyer (the “Deed”); according to Section 1.4(b), Buyer shall sign a new transfer Deed to be deposited
with the Trustee;


 




    	 



    	 



    

 


(ii)Deed
of Pledge. Deed of Pledge and certificates to be dully issued to the Registrar of Pledges in Israel, in the forms attached
hereto as Exhibit 1.5(d)(ii), shall be executed by the applicable parties. Buyer shall provide certified and notarized
copies (from its state of incorporation) of (i) Buyer’s certificate of incorporation, and (ii) Buyer’s Good Standing
certificate, valid as of Closing Date;


 


(iii)Share
Certificates; Registration. The Company shall provide the Buyer with a validly executed share certificate in
the form attached hereto as Exhibit 1.5(d) (iii), in the name of Buyer reflecting the Subject Globisens Shares being
purchased by the Buyer on the Closing Date, and the Company shall register the allotment of such Shares in the Company’s
shareholders register including an indication of the pledge of such shares, together with completed notice of such issuance to
the Israeli Registrar of Companies acceptable for filing after the Closing.


 


(iv)Board
Resolutions. The Company shall provide the Buyer with a copy of duly executed resolutions of the Board, in the form attached
hereto as Exhibit 1.5(d)(iv), by which, inter alia (a) the Board recommends to the Company’s shareholders
to replace the current Articles of Association of the Company with the Amended Articles (as defined below), (b) the board authorizes
the sale and transfer of the Subject Globisens Shares in accordance with and subject to, the terms of this Agreement (at the Closing).


 


(v)Shareholders
Resolution. The Company shall provide Buyer with a copy of duly executed resolutions of the Company’s shareholders in
the form attached hereto as Exhibit 1.5(d)(v), by which, inter alia, the resolutions of the Board referred to in
Section 1.5(b)(iv) shall have been approved,


 


(vi)Amended
Articles.The Shareholders resolution referred to in Exhibit 1.5(b)(v) shall also approve (A) replacing the current Articles
of Association of the Company with new Articles of Association (“Amended Articles”) in the form attached hereto
as Exhibit 1.5(d)(vi) and (B) the terms of Bruker’s new Employment Agreement.


 


(vii)Required
Financial Statements. The Company shall have previously timely provided the Buyer with the Required Financial Statements.


 


(viii)Pre-Ruling;
Withholding Tax. The Tax Pre-Ruling shall have been granted by the Israeli income tax authorities (“ITA”)
and each Globisens Shareholders shall provide Buyer and the Company with a duly issued written confirmation from the Israeli income
tax authorities (“ITA”) of an exemption from deduction at source with respect to the Buyer Shares portion of
the Purchase Price.


 


(ix)Payment
of the Closing Cash Consideration. The Buyer will pay the Closing Cash Consideration ($2,500,000) to each of Globisens Shareholders
according to Annex A by wire transfer of immediately available funds to each Globisens Shareholder bank account, in accordance
with the details specified for each such shareholder in Exhibit 1.5 (d) (ix) (“Transfer Instructions”).


 




    	 



    	 



    

 


(x)
Delivery of Buyer Common Stock. Buyer shall deliver to each Globisens Shareholder, stock certificates registered in the
name of each of the Globisens Shareholders or the Common Stock Trustee and evidencing his or its Pro Rata Entitlement of Buyer
Common Stock. The Buyer Common Stock shall be accompanied by a separate stock power, duly executed in blank by each Globisens
Shareholder, to be delivered by the Common Stock Trustee to the Buyer if the Put Option is exercised pursuant to Section 1.4 of
this Agreement. Similarly, the Buyer Shares shall be delivered to the Common Stock Trustee to be held pursuant to Section 1.4(c)
of this Agreement.


 


(xi)Employment
of Bruker. On the Closing Date, Dovi Bruker and the Company shall amend Bruker’s employment terms and enter into a new
employment agreement in the form attached hereto as Exhibit 1.5(d)(xi) (the “Bruker Employment Agreement”).


 


(xii)Execution
of Agreements. The agreements and documents attached hereto as Exhibits, shall have been executed and delivered by the applicable
parties thereto


 


(e)It
is agreed that all Annexes and/or Exhibits which are not attached to this Agreement upon signing, shall be completed by the Parties
and be attached hereto until Closing.


 


ARTICLE
II.


INTERIM
PERIOD 


 


2.1Conduct
of the Company. Except as (i) is expressly contemplated by this Agreement, (ii) may be required by applicable law, or
(iii) may be agreed in advance and in writing, between Buyer and the Representative of the Globisens Shareholders, or, if under
applicable law the decision is taken solely at the Board level, the approval of the directors appointed by Bruker, until the expiration
of the Put Option, the Company shall conduct its business in the ordinary course and, to the extent consistent therewith, shall
use commercially reasonable efforts to preserve intact its business organizations and relationships with customers, suppliers,
legal counsel, distributors, creditors, lessors, unions, employees and business associates in all material respects. Without limiting
the generality of the foregoing, subject to the exceptions set forth in clauses (i) through (iii) above, from the Closing Date
until the earlier of (a) the payment according to the Put Option or (b) the expiration of the Put Option (the “Interim
Period”), without the prior written approval of the Representative, the Company shall not:


 


(a)amend
or otherwise modify its Amended Articles;


 


(b)(i)
redeem, repurchase or otherwise acquire any of its share capital or other securities, (ii) issue, sell, pledge, dispose of or
encumber any share capital, or securities convertible into or exchangeable for any share capital, or (iii) split, combine or reclassify
any of its share capital (iii) register any transfer of the Subject Globisens Shares or new Encumbrance of such Shares (other
than to the benefit of Globisens Shareholders according to the terms of this Agreement);


 


(c)merge
or consolidate with, or acquire all or substantially all of the assets of any business or any corporation, partnership, joint
venture, association or other business organization or division thereof; or effect an acquisition of shares or assets (including
by way of merger) of another company;


 




    	 



    	 



    

 


(d)sell,
lease, license or otherwise distribute or dispose of any material assets or property, except the sale of inventory in the ordinary
course of business;


 


(e)(i)
incur, assume, guarantee or modify any indebtedness for borrowed money in excess of $100,000, individually or in the aggregate,
or (ii) create, incur or suffer to exist any Encumbrance upon any of its assets or properties in excess of $100,000, individually
or in the aggregate, except in the ordinary course of business consistent with past practice;


 


(f)transfer
or license to any third party or otherwise extend, amend or modify any rights to any Company IP, other than non-exclusive licenses
to the extent such licenses are an integral part of the sale of inventory in the ordinary course of business or pursuant to any
Company Contract (that has been made available to Buyer prior to the date hereof);


 


(g)change
the manufacturer/production facility of the Company;


 


(h)increase
the size of the Board or change the composition of the Board;


 


(i)effect
any dissolution, liquidation or other winding up of the Company or the cessation of all or a substantial part of the business
of the Company;


 


(j)except
for a material breach by Bruker of his obligations and agreement under the Bruker Employment Agreement, appoint or remove the
Company’s CEO;


 


(k)change
or and/or effect any deviation therefrom from the 2 year annual operating plan and budget previously furnished by the Company
to the Buyer.


 


(l)declare
or pay any cash dividends or make any cash distributions to its shareholders .


 


2.2Other
Definitions.Unless otherwise defined in the body of this Agreement, all other capitalized terms shall have the same
meaning as they are defined on Annex I, annexed to this Agreement and made a part hereof.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND BRUKER


 


Each
of the Company and Bruker (collectively, the “Article III Parties”) do hereby jointly and severally make the
following representations and warranties to the Buyer; provided, however, that except for the representations and warranties
set forth in Section 3.1, Section 3.2 and Section 3.3 (all of which shall survive the Closing), all of the other representations
and warranties of the Company and Bruker shall terminate as at the Closing Date and be of no further force or effect. The representations
and warranties of the Company and Bruker contained in Sections 3.1 through 3.3 shall survive Closing indefinitely.


 




    	 



    	 



    

 


3.1Due
Organization and Qualification. The Company is a corporation, duly organized, validly existing and in good standing under
the laws of the State of Israel and has the power and lawful authority to own, lease and operate its assets, properties and business
and to carry on its Business as now conducted. The Company is qualified to transact business and is in good standing in each jurisdiction
in which the nature of its business or location of its property requires such qualification.


 


3.2Authority
to Execute and Perform Agreements. The Company has the full legal right and power and all authority and approval required
to enter into, execute and deliver this Agreement and all other “Transaction Documents” and to perform
fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to
which the Company is a party and the consummation by the Selling Parties of the transactions contemplated hereby and thereby have
been duly and validly authorized by all necessary Company’s corporate actions. This Agreement and the Transaction Documents
have all been duly executed and delivered and are the valid and binding obligations of the Article III Parties enforceable against
them in accordance with their terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors’ rights.


 


3.3Ownership
of Company Ordinary Shares.


 


(a)According
to the Capitalization Table attached hereto, the Globisens Shareholders are or until the Closing shall be, the record and beneficial
owner of all and not less than all of the Company Shares; and the Subject Globisens Shares represent and will represent one hundred
percent (100%) of the Fully-Diluted Company Ordinary Shares that is issued or issuable as at the date of this Agreement and will
be issued and outstanding as at the Closing Date.


 


3.4
Tax Matters.


 


(a)All
Tax Returns with respect to the Company that are required to be filed before the Closing Date, have been or will be filed, the
information provided on such Tax Returns is or will be complete and accurate in all material respects, and all Taxes shown to
be due on such Tax Returns have been or will be paid in full, to the extent that a failure to file such Tax Returns or pay such
Taxes, or an inaccuracy in such Tax Returns, could result in the Buyer being liable for such Taxes or could give rise to a Lien
on the Company Ordinary Shares.


 


(b)There
is no pending or, to the Knowledge of the Article III Parties, threatened action, audit, proceeding, or investigation by any taxing
authority with respect to the assessment or collection of Taxes of the Company.


 


(c)The
Company’s tax benefits and terms granted under its tax scheme as a “beneficiary plant” are described in Schedule
3.4.(c) attached hereto.


 


3.5Compliance
with Laws; Permits.


 


(a)To
the Knowledge of the Article III Parties, the Company has not violated any Laws, which violation has had or is reasonably expected
to have a material adverse effect on the Company. To the Knowledge of the Article III Parties, the Company has not made any illegal
payment to officers or employees of any Governmental or Regulatory Authority, or made any payment to customers for the sharing
of fees or to customers or suppliers for rebating of charges, or engaged in any other reciprocal practices that violate any Laws,
or made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be
made by the Company. The Company is not aware of facts that (with or without notice or lapse of time, or both) could result in
the Company being in violation of any Law.


 




    	 



    	 



    

 


3.6No
Breach. The Globisens Shareholders’ execution, delivery and performance of this Agreement and the Transaction Documents
and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in
the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with
notice or lapse of time or both would constitute) a default under (i) the Company’s Articles of Association ; (ii) to its
knowledge, any Contract to which the Company or the Company Stockholders are a party or by or to which it or any of their assets
are bound or subject; or (iii) to its knowledge, any Permit.


 


3.7Litigation.
Except as set forth on Schedule 3.7, neither the Company nor, to the Knowledge of the Article III Parties, any of its officers,
directors or employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality (in the case of officers, directors or employees, such as would affect the
Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.


 


3.8Employment
Matters. Except as set forth on Schedule 3.8, the Company is not a party to any employment agreement, work-for-hire
agreement or collective bargaining agreement.


 


3.9Contracts.All
material Contracts binding upon the Company that are set forth on (or required to be set forth on) Schedule 3.9 and on
other Schedules hereto have been delivered or made available to the Buyer (or where a Contract is other than in writing, Schedule
3.9 contains a summary of the material terms of such Contract) .


 


3.10Title
to Assets.Except as disclosed on Schedule 3.10, the Company owns outright and has good and marketable title
to, or a valid leasehold interest in, all of its assets, free and clear of all Encumbrances. On the Closing Date, all of the assets
and properties of the Company shall be free and clear of all Encumbrances.


 


3.11Condition
and Sufficiency of Equipment.All of the computers, servers and other equipment used by the Company in the operation
of its Business (the “Equipment”) are in the reasonable judgment of the Company, in good operating condition
and sufficient to enable the Company to conduct its Business as presently conducted.


 




    	 



    	 



    

 


3.12Third
Party Products. Schedule 3.12 sets forth a true and complete list of all products or services of the Company, which
relate to the Company’s Business, currently being developed, sold or offered for sale by the Company which have been developed
for others by Persons other than the Company (the “Third Party Products”).


 


3.13Customer
and Supplier Lists.


 


(a)Attached
to Schedule 3.13(a) is a true and correct list of the Key Customers and Key Suppliers as of the date of this Agreement.
Such customer list accurately contains the name and address, contract expiration date for each Key Customer. The Company has not
licensed, sold or granted any rights to any Person to use any of such lists. The supplier list accurately contains the name and
address, contract expiration date for each Key Supplier.


 


(b)
Except as set forth on Schedule 3.13(b), to the Knowledge of the Article III Parties, there has been no written notice
that any material customer or supplier of the Company: (i) intends to terminate its agreements with the Company, or otherwise
modify its relationship with the Company, or (ii) that the acquisition of the Company Ordinary Shares by the Buyer will materially
and adversely affect the relationships of the Buyer (as successor to the Business) with such customers or suppliers.


 


3.14Operation
of the Business. Except as set forth on Schedule 3.14 in connection with this Agreement or in connection with the
businesses, the Company has not since June 30, 2014:


 


(a)except
for content or Equipment or inventory acquired in the Ordinary Course, made any acquisition of all or any part of the assets,
properties, capital stock or business of any other Persons or made any commitments to do any of the foregoing;


 


(b)except
in the Ordinary Course, made any sale, assignment, transfer or license of any Products;


 


(c)except
in the Ordinary Course, entered into or amended, or agreed to enter into or amend any Contract to which it is a party or to which
it or its assets or properties related to the Company’s Business are bound or subject;


 


(d)Except
as provided otherwise provided in this Agreement, hired, or agreed to hire, any Person to perform material services in connection
with the Company’s Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any
employee; made or agreed to make any material payment or commitment to pay severance or termination pay to any of its officers,
directors, employees, consultants, agents or other representatives;


 


(e)terminated
or agreed to terminate, or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate
or fail to renew, any Contract that is or was material to its assets, properties, business, operations or condition (financial
or otherwise) relating to the Business;


 




    	 



    	 



    

 


(f)suffered
or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties,
business, operations, condition (financial or otherwise) or prospects of the Business;


 


(g)Except
as provided in elsewhere in this Agreement, established or increased any bonus, commission, insurance, retention, deferred compensation,
pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock
awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to
or to become payable to any Employee;


 


(h)entered
into any employment or severance agreement with any current or former employee providing services with respect to the Business;


 


(i)failed
to make any payment to any creditor as they have become due and payable;


 


3.15Financial
Statements, Business Plan and Projections. The Company has supplied or will supply the Buyer according to this Agreement
with (i) the unaudited financial statements of the Company, consisting of its balance sheet, statement of operations and statement
of cash flows, as of December 31, 2012 and December 31, 2013, and for the two fiscal years then ended (the “Annual Financial
Statements”) and the unaudited financial statements for the comparative nine month periods ended September 30, 2013
and September 30, 2014 (the “Interim Financial Statements”). The Annual Financial Statements have or when delivered,
will have (i) been prepared in accordance with US GAAP or International Financial Reporting Accounting Standards (“IFRAS”),
(ii) reflect all assets, liabilities and results of operations of the Company as at and for the fiscal periods applicable thereto
as required in accordance with US GAAP or IFRAS. On or before the Closing Date, the Company shall furnish the Buyer with the Required
Financial Statements, as provided elsewhere in this Agreement. The Buyer acknowledges that the Company has furnished to the Buyer
the business plan and projections of the Company for the balance of 2014. In addition to the foregoing the Globisens Shareholders
shall cause the Company to provide the Buyer with the “Required Financial Statements” (herein defined).


 


3.16Intellectual
Property.


 


(a)Schedule
3.16(a) sets forth, with respect to the Company, a complete and accurate list of all “Intellectual Property” (as
that term is defined on Annex I to this Agreement) which is owned, licensed, leased or otherwise used by the Company.


 


(b)Schedule
3.16(b) sets forth a complete and accurate list of all material agreements to which the Company is a party or otherwise bound
(i) granting or obtaining any right to use or practice any rights under any Intellectual Property or (ii) restricting the rights
of the Company to use any Intellectual Property, including license agreements, development agreements, distribution agreements,
settlement agreements, consent to use agreements, and covenants not to sue (collectively, the “License Agreements”).
The License Agreements are valid and binding obligations of all Parties thereto, enforceable in accordance with their terms, and,
to the Knowledge of the Article III Parties, there exists no event or condition which will result in a violation or breach of,
or constitute (with or without due notice of lapse of time or both) a default by any party under any such License Agreement. The
Company has not licensed or sublicensed its rights in any Intellectual Property other than pursuant to the License Agreements.


 




    	 



    	 



    

 


(c)Except
as set forth on Schedule 3.16:


 


(i)The
Company owns, or has a valid right to use, free and clear of all Encumbrances, all of the Intellectual Property.


 


(ii)The
Intellectual Property owned by the Company, and to the Knowledge of the Article III Parties, any Intellectual Property used by
the Company, is subsisting, in full force and effect, has not been cancelled, expired, or abandoned, and is valid and enforceable.


 


(iii)There
is no pending or, to the Knowledge of the Article III Parties threatened, claim, suit, arbitration or other adversarial Legal
Proceeding before any court, agency, arbitral tribunal, or registration authority in any jurisdiction (A) involving the Intellectual
Property owned by the Company, or, to the Knowledge of the Article III Parties, the Intellectual Property licensed to the Company,
(B) alleging that the activities or the conduct of the Company’s Business do, or will, infringe upon, violate or constitute
the unauthorized use of the intellectual property rights of any third party or (C) challenging the ownership, use, validity, enforceability
or registrability of any Intellectual Property owned by the Company.


 


(iv)To
the Knowledge of the Article III Parties the conduct of its Business does not infringe upon (either directly or indirectly such
as through contributory infringement or inducement to infringe) any intellectual property rights owned or controlled by any third
party. To the Knowledge of the Article III Parties, no third party is misappropriating, infringing, or violating any Intellectual
Property owned or used by the Company and no such claims, suits, arbitration or other adversarial proceedings which have been
brought against any third party by the Company remain unresolved.


 


(v)The
Company has taken all necessary measures to protect the confidentiality of its Trade Secrets, including (i) requiring each individual
person employed by the Company as of the Closing Date to execute an Employee Confidentiality Agreement, the form of which has
been furnished to Buyer. To the knowledge of the Company, no Trade Secrets have been disclosed or authorized to be disclosed to
any third party other than pursuant to a non-disclosure agreement. To the knowledge of the Company, no party to any non-disclosure
agreement relating to its trade secrets is in breach or default thereof.


 


3.17Full
Disclosure. The Company has made available to Buyer all the information reasonably available to the Company that the Buyer
has requested for deciding whether to acquire the Subject Globisens Shares, all such information has been provided to Buyer’s
satisfaction. To the Knowledge of the Article III Parties, all documents and other papers delivered to the Buyer by or on behalf
of the Company in connection with this Agreement and the transactions contemplated hereby are true, complete and authentic. To
the Knowledge of the Article III Parties, such documents and this Agreement do not contain any untrue statement of a material
fact and do not omit to state any material fact necessary to make the statements made, in the context in which made, not false
or misleading.


 




    	 



    	 



    

 


3.18No
Broker. Except as set forth on Schedule 3.18 hereto, to the Company’s knowledge no broker, finder, agent
or similar intermediary has acted for or on behalf of the Globisens Shareholders in connection with this Agreement or the transactions
contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or
similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with the Globisens
Shareholders or any action taken by the Globisens Shareholders.


 


ARTICLE
IV.


REPRESENTATIONS
AND WARRANTIES OF THE MINORITY 


GLOBISENS
SHAREHOLDERS 


 


Each
of the Minority Globisens Shareholders severally and not jointly, represents and warrants to the Buyer; which representations
and warranties shall survive the Closing indefinitely:


 


4.1
Due Organization. If it is a corporate entity, it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its operation and it has the corporate power and lawful authority to own its assets and properties
and to carry on its business as now conducted.


 


4.2Ownership
of Company Ordinary Shares.


 


(a)According
to the Capitalization Table attached hereto as Annex A, it is or until the Closing he or it shall be, the record
and beneficial owner of such number of Ordinary Shares as described in the Capitalization Table.


 


(b)All
of the Company Ordinary Shares owned by such Minority Globisens Shareholder are owned free and clear of all Encumbrances and may
be transferred and sold to the Buyer pursuant to this Agreement and the Articles of Association of the Company.



 


4.3Authority.
If a corporate entity, it has the full corporate power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement and any other Transaction Document to which it
is a party and the consummation by such Minority Globisens Shareholder of the transactions contemplated hereby have been duly
and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of such Minority Globisens
Shareholder is necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the transactions
so contemplated.


 




    	 



    	 



    

 


ARTICLE
V.


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


The
Buyer hereby represents and warrants to the Globisens Shareholders and to the Company, as of the date hereof (except as to any
representation or warranty which specifically relates to another date) and as of the Closing Date and until the end of the Put
Option Period, as follows:


 


5.1Due
Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State
of Nevada, and has the corporate power and lawful authority to own its assets and properties and to carry on its business as now
conducted.


 


5.2Ownership.Vert
Capital Corp. owns a majority of the outstanding shares of Fully-Diluted Common Stock of the Buyer.


 


5.3Authority
Relative to this Agreement and Transaction Documents. The Buyer has the full corporate power and authority to execute
and deliver this Agreement and any Ancillary Agreement to which it is a party, and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it is a party by
the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized
by all necessary corporate action, and no other corporate proceedings on the part of the Buyer is necessary to authorize this
Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement
and the Transaction Documents to which it is a party have been duly and validly executed and delivered by the Buyer and, assuming
the due authorization, execution and delivery by the Globisens Shareholders and the Company, constitutes a legal, valid, and binding
obligation of the Buyer enforceable against the Buyer in accordance with its terms subject to the effect of applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws affecting creditor’s rights generally and
general equitable principles.


 


5.4Investment
Intent.The Shares to be acquired by the Buyer hereunder will be acquired for investment for the Buyer’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Buyer
has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement,
the Buyer further represents that the Buyer does not presently have any contract, undertaking, agreement or arrangement with any
Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares to be
acquired hereunder. Buyer has the financial capability to consummate the transactions hereunder and to pay the Globisens Shareholders
the Purchase Price according to the terms of this Agreement.


 


5.5No
Broker. Except as set forth on Schedule 3.18, no broker, finder, agent or similar intermediary has acted for or
on behalf of the Buyer in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent
or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith
based on any agreement, arrangement or understanding with the Buyer or any action taken by the Buyer.


 




    	 



    	 



    

 


5.6Litigation.
Except as set forth on Schedule 5.6, there are no outstanding Orders against or involving Buyer applicable to the operations
of the Buyer, or the Buyer. Except as set forth on Schedule 5.6, neither of the Buyer is now, nor have either of them been
during the one (1) year prior to the date hereof, a party to or, to Buyer’ Knowledge threatened (in writing) with any Legal
Proceeding applicable to the operations of the Buyer’s business. Except as set forth on Schedule 5.6, there is no
dispute with any Person under contract with Buyer in connection with the operations of the Buyer’s business. In the event
of any legal matter disclosed on Schedule 5.6, none of the legal matters set forth on Schedule 5.6, individually
or together with any other, will result in a Material Adverse Change applicable to the operations of the Buyer’s business
or the Company’s Business. Except as set forth on Schedule 5.6, to Buyer’ Knowledge, there is no fact, event
or circumstance that may give rise to any legal matter that would be required to be set forth on Schedule 5.6 if currently
pending or threatened in writing. There are no legal matters pending or, to Buyer’ Knowledge, threatened in writing that
would give rise to any right of indemnification on the part of any past or present director or officer of the Buyer or the heirs,
executors or administrators of such director or officer against the Buyer or any successor to the Buyer’s business.


 


5.7Disclosure
of Information; Due Diligence. The Buyer has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the Shares to be acquired hereunder with the Company’s management and has had an
opportunity to review the Company’s facilities. Buyer is knowledgeable with the business of the Compnay and is entering
into this Agreement and purchase the Subject Globisens Shares “As Is”, without any further representation or warranty
on behalf of Company and Globisens Shareholders other than those specifically set forth in this Agreement.. Buyer have been fully
satisfied with the results of its due diligence review of the Company and its assets and found them to its satisfaction and hereby
fully and unconditionally waive any claims, contentions or demands against Selling Parties, Company and Bruker in relation thereto.


 


5.8Restricted
Securities. The Buyer understands that the Shares to be acquired hereunder have not been, and will not be, registered
under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the intent and the accuracy of the Buyer’s representations as expressed
herein. The Buyer understands that the Shares to be acquired hereunder are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the Buyer must hold the Shares indefinitely unless they
are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Buyer further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the Shares, and on requirements relating to the Company which are outside of the Buyer’s control, and which the
Company is under no obligation and may not be able to satisfy. The Buyer understands that no public market now exists for the
Shares, and that there is no assurance that a public market will ever exist for the Shares.


 




    	 



    	 



    

 


5.9Accredited
Investor 5.10. The Buyer is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


5.10Buyer
Shares. At the Closing, the Buyer shall have delivered to the Globisens Shareholders (or the Common Stock Trustee) good
and exclusive title to, and all rights in connection with, the Buyer Shares, free and clear of any encumbrances or any restrictions
on the right to vote. At the Closing, all Buyer Shares (a) have been duly authorized and validly issued, (b) are fully paid, and
(c) have been issued in full compliance with (i) all applicable laws and the incorporation documents of the Buyer; and (ii) any
pre-emptive rights or other rights to subscribe for or purchase securities of the Buyer. The Buyer Shares are not subject to any
voting agreement, proxies, trusts or other agreement or understandings.


 


5.11Buyer
Shares Registration. Buyer shall ensure that effective immediately following the commencement of the Put Option Period,
(i) upon the Globisens Shareholders demand, Buyer shall use its reasonably diligent efforts to cause such Buyer Shares to be registered.
The Buyer will not be obligated to effect more than two consummated registrations (other than on Form S-3) under these demand
registration right provisions; (ii) Globisnes Shareholders will have the right to require Buyer to file Registration Statements
of its Common on Form S-3 (or any equivalent successor form); and (iii) the Globisens Shareholders will be entitled to “piggyback”
registration rights on all registration statements of Buyer. All registration expenses (exclusive of underwriting discounts and
commissions), including the fees and expenses of one counsel to represent the holders of Globisens Shareholders, shall be borne
by Buyer. In connection with the foregoing registration, the Buyer and the Globisens Shareholders shall execute and delivery mutual
indemnification agreements in form and content that are acceptable to the parties and typical in connection with the registration
of securities for selling stockholders.


 


ARTICLE
VI.


ADDITIONAL
COVENANTS AND AGREEMENTS


 


6.1Expenses
of Transaction. Other than with respect to the Globisens Shareholders’ expenses hereunder which shall be borne by
the Company and the Primary Company’s Expenses borne by Buyer, the Parties to this Agreement shall each bear their respective
direct and indirect expenses incurred in connection with the negotiation, due diligence, preparation, execution and performance
of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, whether or not the transactions
contemplated hereby and thereby are consummated, including, but not limited to, all fees and expenses of brokers, agents, representatives,
counsel and accountants.


 


6.2Certain
Covenants.


 


(a)Non-Compete.
Bruker acknowledges that he has entered into a covenant not to compete with the Company’s Business, all as set forth in
the Bruker Employment Agreement. No other Minority Shareholder of the Company is actively engaged in the management or operation
of the Business of the Company.


 




    	 



    	 



    

 


(b)
Customers of the Business. None of the Parties hereto shall, directly or indirectly, persuade or attempt to persuade any
customer or supplier or prospective customer or supplier of the Company not to hire or do business with the Company or any successor
thereto.


 


(c)Confidential
Information. Each of the Parties hereto shall keep secret and retain in strictest confidence, all confidential matters relating
to the Company, including, but not limited to, “know how”, trade secrets, customer lists, supplier lists, details
of consultant and employment Contracts, pricing policies, operational methods, marketing plans or strategies, product development
techniques or plans, business acquisition plans, technical processes, designs and design projects, processes, inventions, software,
source codes, object codes, systems documentation and research projects and other business affairs related to the Company (collectively
“Confidential Information”), and other than as a result of commercial relations between a Globisens Shareholder
and the Company, shall not disclose them to anyone provided, however, this covenant shall not apply to any information which is
or becomes generally available to the public through no wrongful act of such Party or others. Each Party hereto may disclose Confidential
Information if required to do so in any legally, legal proceedings, subpoena, civil investigative demand or other similar process;
provided, that such Restricted Party (i) provides the Company with prompt notice of such required disclosure so that the Company
may attempt to obtain a protective order, (ii) cooperates with the Company, at the Company’s expense, in obtaining such
protective order, and (iii) only discloses that Confidential Information which it is absolutely required to disclose as advised
by counsel. Any Confidential Information required to be disclosed in any securities filings shall be agreed in advance between
the applicable Parties involved.


 


(d)Rights
and Remedies upon Breach. If a Party breaches, or threatens to commit a breach of, any of the provisions of this Section 6.2,
the other parties shall have the following rights and remedies, each of which rights and remedies shall be independent of the
others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Buyer under law or in equity:


 


(i)Equitable
Remedies. The right and remedy to obtain an injunction against any actual or threatened breach or violation of the covenants
contained in this Section 6.2 and/or the right have the restrictive covenants set forth in this Section 6.2 specifically enforced
by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause
immediate and irreparable injury to the Buyer and that money damages alone may not provide adequate remedy; and


 


(ii)Accounting.
The right and remedy to require a Party to account for and pay over to the Company all payments, profits, monies, accruals, increments
or other benefits derived or received by such Party as the result of any transactions constituting a breach of any of the conditions
and provisions of this Section 6.2


 


(f
)Blue Penciling. If any term or other provision of this Section 6.2 is invalid, illegal, or incapable of being enforced
by any rule of law or public policy, all other conditions and provisions of this Section 6.2 shall nevertheless remain in full
force and effect. Upon determination that any term or other provision is invalid, illegal, or incapable of being enforced, the
Parties hereto shall negotiate in good faith to, or the court making such a determination shall, modify this Section 6.2 so as
to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.


 




    	 



    	 



    

 


6.3Board
of Directors of the Company. On the Closing Date and subject thereto, the Board of Directors of the Company shall consist
of five (5) individuals three (3) of whom shall be designated by the Buyer, Bruker and one (1) additional individual who shall
be designated by Bruker. In the event of a Buyer Repurchase Failure, the Buyer’s nominated Directors shall immediately discontinue
their services to the Company and terminate their position.


 


6.4Due
Diligence Investigation.


 


(a)Between
the date of execution of this Agreement and the Closing Date, the Buyer shall be given an opportunity to conduct a thorough investigation
and analysis of the business, assets, liabilities, financial condition and business prospects of Globisens (the “Due
Diligence Investigation”). In such connection and in order to facilitate such Due Diligence Investigation, Bruker
and other members of Globisens management shall fully cooperate with the Buyer and its representatives, and provide such persons,
during business hours and upon reasonable advance notice, with access to the books and records of Globisens, inspection of its
facilities and permit Buyer and its representatives to interview personnel and other consultants to Globisens.


 


(b)Notwithstanding
anything to the contrary, express or implied, contained in this Agreement, the obligation of the Buyer to consummate the Closing
and purchase the Shares as contemplated herein, shall be subject to Buyer’s completion of its Due Diligence Investigation
until October 31, 2014 (the “Due Diligence Period”) which shall be satisfactory to the Buyer and its representatives,
in the exercise of its and their sole discretion. Until the end of the Due Diligence Period , Buyer will conduct a thorough due
diligence review of the Company and its assets to verify the accuracy and completeness of all representations and warranties made
under Section 3 hereunder. Buyer acknowledges and agrees that upon the end of the Due Diligence Period it shall have verified
the accuracy and completeness of all such representations and warranties and its full and complete satisfaction from the findings
of its review of the Company. Accordingly, effective immediately following the Closing, Buyer releases, and forever discharges
the Company and the Selling Parties, of and from any and all actions, causes of actions claims or demands that may arise in connection
with the accuracy or completeness of any representation or warranty made under Section 3 hereunder, except as otherwise specified
in said Section 3. Neither Buyer nor any party related directly or indirectly to Buyer, shall make any claim (including for Indemnification)
or cause of action against the Company or any Selling Parties or any party related directly or indirectly to any of the Company
or to the Selling Parties, in connection with any representation or warranty or any matter specified thereunder or in connection
with the results of Buyer’s examination and/or review of the Company. 


 




    	 



    	 



    

 


6.5Further
Assurances. Each of the Parties shall execute such documents and other papers and perform such further acts as may reasonably
be required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each of the Parties shall
use its reasonable efforts to fulfill or obtain the fulfillment of the conditions to the Closing.


 


6.6Examinations
and Investigations. The Buyer acknowledges that prior to the Closing Date, the Buyer, through its employees and representatives,
will have made such investigations of the Company’s Business and its operation and made examination of the books, records
and financial condition of the Company’s Business as the Buyer reasonably considered necessary. Any such examination will
have been made to Buyer’s full satisfaction.


 


6.7Access
to Records. Each Party agrees to provide the other party with reasonable access to the books and records of the other
party related to the Business after the Closing Date for the purpose of preparing tax returns, defending claims or other reasonable
business purposes.


 


6.8Employment
Agreement and Compensation.


 


(a)On
the Closing Date of the purchase of the Subject Globisens Shares, the Company shall enter into a two (2) year employment agreement
with Bruker, who shall continue to serve as the CEO of the Company, in the form of Exhibit 6.8(a), annexed
hereto and made a part hereof (the “Bruker Employment Agreement”).


 


(b)Such
Employment Agreement shall provide, inter alia, that Bruker will be entitled to receive; (i) a base salary of USD one hundred
and forty thousand dollars ($140,000) per year (the “Base Salary”); (ii) a commission equal to Three
Percent (3%) of Company sales, paid quarterly (“Commission”); and (iii) stock options to purchase a
total amount of One Hundred Fifty Thousand (150,000) shares of common stock of Buyer (the “Incentive Stock Option
Shares”) with a two year vesting period, under which fifty Percent (50%) of the Stock Option Shares shall vest at
the end of each anniversary year of employment. Immediately after Closing and the prior to the issuance of the Incentive
Stock Option Shares Buyer shall cause the Company to adopt an Employees Stock Option Plan, execute option agreement with
Bruker and execute any further action and/or document in accordance with Paragraph 102 to the Israeli Tax Ordinance in order to
enable Bruker, in his capacity as Chief Executive Officer of the Company to receive such Incentive Stock Option Shares which shall
be taxed as capital gain.


 


6.9Buyer
IPO.The Buyer shall use its best efforts to consummation the Buyer IPO on the NASDAQ or NYSE: Amex under which it
shall raise an amount enabling the Buyer to finance the Transactions contemplated herein and pay the full Purchase Price by not
later than March 31, 2015, and shall pay all costs and expenses associated therewith. In such connection, Bruker and the Company
shall fully cooperate with Buyer and furnish to the Buyer and its counsel all information reasonably requested by Buyer and its
counsel as shall be required in connection with a United States public offering of securities, including such information concerning
the Company and its executive officers and management that is to be included in the Registration Statement and related prospectus
relating to such Buyer IPO. None of the Globisens Shareholders shall be liable to any representation, warranty or any other information
set forth in any registration statement being published by the Buyer in connection with the Buyer IPO process. However, prior
to filing any Registration Statement or amendment with the SEC, the Buyer shall submit drafts of such document to the Company
for its review and approval and such representation, warranty or any other information as it relates to Globisens and the Buyer
Share ownership shall be approved by the CEO of the Company as such.


 




    	 



    	 



    

 


INDEMNIFICATION


 


6.9Survival.
Except as otherwise expressly provided in this Agreement, all of the representations and warranties of Globisens and Bruker
shall terminate as at the Closing Date and shall thereafter be of no further force or effect. The remaining representations
of any of the Selling Parties shall survive the execution and delivery hereof and the Closing indefinitely. The foregoing shall
not apply to any intentional material misrepresentation of which the Selling Party making such representation had knowledge prior
to the Closing Date and which constitutes or is tantamount to fraud. Except for the representations and warranties set forth in
Sections 5.1, 5.2 and 5.3, which shall survive indefinitely, all of the representations and warranties of the Buyer shall survive
the execution and delivery hereof until immediately following the execution of the Put Option by Selling Parties.. All covenants
and agreements respectively made by the Selling Parties and the Buyer in this Agreement to be performed after the Closing Date
shall survive the Closing and will remain in full force and effect thereafter until (i) in the case of all covenants and agreements
that have specified terms or periods, until the expiration of the terms or periods specified therein; and (ii) in the case of
all other covenants and agreements that do not have specified terms or periods, until the fulfillment thereof.


 


6.10Obligation
of Selling Parties to Indemnify. Subject at all times to the provisions of Sections 7.1 and 7.6 of this Agreement,
from and after the Closing Date, the Selling Parties shall severally and not jointly, indemnify, defend and hold harmless the
Buyer and its directors, officers, employees, Affiliates and assigns (each, a “Buyer Indemnified Party”; notwithstanding
the aforesaid, it is agreed, that Vert shall not be a Buyer Indemnified Party) from and against any losses, liabilities, damages
(including incidental and consequential damages), deficiencies, costs, expenses (including interest, penalties and reasonable
attorneys’ fees and disbursements) or diminution of value (collectively, “Losses”) sustained or incurred
by such Buyer Indemnified Party relating to, caused by or resulting from:


 


(a)to
the extent applicable, any breach of any representation or warranty of the Selling Parties contained in this Agreement; or


 


(b)any
breach of, or failure to satisfy, any material covenant or obligation of the Selling Parties in this Agreement.


 


For
the avoidance of any doubt, Selling Party’s obligation to indemnify Buyer Indemnified Party under this Section 7 shall only
be made with respect to claims or actions or proceedings made only in Israel, according to Israeli law.


 




    	 



    	 



    

 


6.11Obligation
of Buyer to Indemnify. From and after the Closing Date, the Buyer shall indemnify, defend and hold harmless the Company,
the Globisens Shareholders and Selling Parties’ directors, officers, employees, Affiliates and assigns (each, a “Globisens
Shareholders Indemnified Party”) from and against any Losses, liabilities, damages (including incidental and consequential
damages), deficiencies, costs, expenses (including interest, penalties and reasonable attorneys’ fees and disbursements)
or diminution of value sustained or incurred by such Globisens Shareholders Indemnified Party relating to, caused by or resulting
from:


 


(a)any
misrepresentation or breach of warranty of the Buyer contained in this Agreement, contained herein or in any certificate, schedule,
document, or other writing delivered by the Buyer pursuant to this Agreement; or


 


(b)any
breach of, or failure to satisfy, any material covenant, term, condition or obligation of the Buyer in this Agreement or on any
other certificate, document, writing or instrument delivered by the Buyer pursuant to this Agreement


 


6.12Notice
of Third Party Claims to Indemnifying Party. If any Party (the “Indemnitee”) receives
notice of any claim or the commencement of any action or proceeding from a Person not a party to this Agreement with respect to
which another Party (or Parties) to this Agreement is obligated to provide indemnification (the “Indemnifying Party”)
pursuant to Section 7.2 or Section 7.3, the Indemnitee shall promptly give the Indemnifying Party notice thereof.
Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the Loss that
has been or may be sustained by the Indemnitee. The Indemnifying Party may elect to compromise or defend, at such Indemnifying
Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted Liability
of the Indemnitee. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying
Party is materially prejudiced thereby. If the Indemnifying Party elects to compromise or defend such asserted Liability, it shall
within thirty (30) days (or sooner, if the nature of the asserted Liability so requires) notify the Indemnitee of its intent to
do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against,
any such asserted Liability. In such case the Indemnitee may participate, at its own expense, in such defense. In the event that
the Indemnitee determines in good faith that a conflict of interest exists or that there are defenses, claims or counterclaims
available to the Indemnitee that are not available to the Indemnifying Party, then the Indemnitee shall have the option of obtaining
its own counsel for such claim at the Indemnifying Party’s cost and expense. If the Indemnifying Party elects not to compromise
or defend against the asserted Liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee
may at the Indemnifying Party’s expense, pay, compromise or defend such asserted Liability. Notwithstanding the foregoing,
neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided,
however, that consent to settlement or compromise shall not be unreasonably withheld provided, further, that
no Indemnitee shall be required to consent to, and neither the Indemnifying Party nor the Indemnitee shall settle or compromise,
any claim in any manner that, in the reasonable judgment of the Indemnitee or its counsel, will materially adversely affect the
Indemnitee other than as a result of money damages or other money payments that are fully paid by the Indemnifying Party. If the
Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records
or other documents within its control that are necessary or appropriate for such defense.


 




    	 



    	 



    

 


6.13Notice
of Claims. In the case of a claim for indemnification hereunder that is not a third party claim covered by Section
7.4 hereof, upon determination by an Indemnitee that it is entitled to indemnification, the Indemnitee shall deliver notice
of such claim to the Indemnifying Party, setting forth in reasonable detail the basis of such claim for indemnification (the “Indemnification
Notice”). Upon the Indemnification Notice having been given to the Indemnifying Party, the Indemnifying Party shall
have thirty (30) days in which to notify the Indemnitee in writing (the “Dispute Notice”) that the amount of
the claim for indemnification is in dispute, setting forth in reasonable detail the basis of such dispute. In the event that a
Dispute Notice is not given to the Indemnitee within the required thirty (30) days, the Indemnifying Party shall be obligated
to pay the Indemnitee the amount set forth in the Indemnification Notice within sixty (60) days after the date that the Indemnification
Notice had been given to the Indemnifying Party. In the event that a Dispute Notice is timely given to an Indemnitee, the Parties
hereto shall have thirty (30) days to resolve any such dispute. In the event that such dispute is not resolved by such Parties
within such period, the Parties shall have the right to pursue all available remedies to resolve such dispute.


 


7.6.
Limitations on Indemnity Obligations. Indemnification under this Article VII shall be the sole and exclusive remedy
for the matters listed in Sections 7.2 and 7.3, except in the case of fraud, willful misconduct or intentional misrepresentation.
There shall be no recovery for claims under Sections 7.2(a) or 7.3(a) (except in the case of fraud, willful misconduct
or intentional misrepresentation) unless and until the aggregate amount of Losses of the Indemnitee that may be claimed thereunder
exceeds USD Twelve Thousand Five Hundred Dollars (USD $12,500.00) (the “Threshold”), and once such Threshold
has been reached, the Indemnifying Parties shall be liable to the Indemnitees only for the amount of Losses in excess of the Threshold.
The maximum recovery for claims by the Buyer under Section 7.2(a) or by the Selling Parties under Section 7.3(a)
(except, in either case, in the case of fraud, willful misconduct or intentional misrepresentation) shall be limited USD Five
Hundred Thousand Dollars (USD $500,000) (the “Indemnity Cap”).


 


For
the avoidance of any doubt, any claim made against Buyer as a result of their breach of their commitment to pay the Globisens
Shareholders the Purchase Note, or any part thereof, shall not be limited by the terms of Section 7 whatsoever.


 


ARTICLE
VII.


GENERAL
PROVISIONS


 


7.1Publicity.
No publicity release or announcement concerning this Agreement, the Transaction Documents or the transactions contemplated hereby
and thereby shall be issued without advance approval of the form and substance thereof by the Selling Parties and the Buyer, except
as may otherwise be required by Law (in which case the party making such release or announcement will provide concurrent or, if
practicable, prior notice to the other Parties hereto).


 




    	 



    	 



    

 


7.2Termination.This
Agreement may be terminated at any time prior to the Closing:


 


(a)
by either the Globisens Shareholders (by notice from the Representative) or the Buyer if the Closing shall not have occurred by
the Outside Closing Date;


 


(b)by
the Buyer, upon a material breach of any representation or warranty of the Globisens Shareholders set forth in this Agreement,
or if any representation or warranty of the Globisens Shareholders shall have become untrue prior to the Closing Date resulting
in a breach of one of the conditions to the Closing;


 


(c)
by the Globisens Shareholders, upon a material breach of any representation or warranty of the Buyer set forth in this Agreement,
or if any representation or warranty of the Buyer shall have become untrue prior to the Closing Date resulting in a breach of
one of the conditions to closing; or


 


(d)by
the mutual written consent of the Globisens Shareholders (by notice from the Representative) and the Buyer.


 


If
this Agreement is terminated pursuant to Section 8.2(a) or Section 8.2(d) above or by the GlobisenS
Shareholders’ Representative as a result of the Buyer’s failure to make timely payment of the Purchase Price,
this Agreement shall become null and void, and none of the Parties hereto shall have any further liability hereunder or in
connection with any other Transaction Document. It is also agreed that the Primary Company’s Expenses paid by
Buyer to the Company shall be returned to Buyer only upon and following the Closing Date and consummation of the Buyer IPO
and the transaction hereunder. Notices. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made on (i) delivery thereof, if by hand; (ii) upon
receipt, if sent by mail (registered or certified mail, postage prepaid, return receipt requested); (iii) on the second
Business Day following deposit, if sent by a recognized overnight delivery service; or (iv) upon transmission, if sent by
facsimile transmission (in each case with receipt verified by electronic confirmation), in each case as follows:


 


	(i)
                                         if to the Buyer, to:
	 	(ii)
    if to the Globisens Shareholders, to:

	 	 	
	Logical
    Choice Corporation	 	Globisens
    Ltd.,
	c/o
    Vert Capital Corp.	 	94
    Derekh Em Hamoshavot, Petah Tikva
	10951
    W. Pico Blvd	 	4970602,
    Israel
	Suite
    204	 	Attn:
    Dovi Bruker
	Los
    Angeles, CA 90064	 	Chief
    Executive Officer
	Telephone:
    (310) 785-6600 	 	Telephone:
	Facsimile
    No.: (310) 785-66164	 	Office:
	Email:
    michael@vertcapital.com	 	Facsimile:
    
		 	Email:
	 	 	 
	with
    a copy to:	 	with
    a copy to:
	 	 	 
	Hunter
    Taubman Weiss LLP	 	Arad
    & Co., Law Offices
	Attn:
    Stephen A. Weiss	 	Lior
    Kwitner, Esq.
	575
    Lexington Avenue, Suite 4027	 	1
    Kermenitzki St., Tel-Aviv 67899,
	New
    York, NY 10022	 	Israel
	Telephone:
    (212) 600-2284	 	Tel.
    +972-3-6246888
	Cell
    phone: (917) 797-0015	 	Fax.
    +972-3-6246999
	Email:
    sweiss@htwlaw.com	 	E-Mail:
    lior@arad-law.com


 




    	 



    	 



    

 


provided,
that each party hereto shall promptly notify the other Parties hereto of any change in its contact information, which revised
contact information shall thereafter be for purposes of this Section 7.2 until further revised.


 


7.3Entire
Agreement. This Agreement (including the Exhibits and Schedules hereto) and the Transaction Documents contain the entire
agreement among the Parties with respect to the purchase of the Company Ordinary Shares and related transactions and supersede
all prior agreements, written or oral, with respect thereto.


 


7.4Waivers
and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the Parties hereto or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single
or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies which any party may otherwise have at law or in equity.


 


7.5Exhibits,
Schedules and Annexes. The Exhibits, Schedules and Annexes to this Agreement are a part of this Agreement as if set forth
in full herein. When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an
Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.


 


7.6Headings.
The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.


 


7.7Counterparts.
This Agreement may be executed in one or more original or facsimile counterparts, and by the different Parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one
and the same agreement.


 


7.8Construction
and Interpretation. The Parties acknowledge and agree that this Agreement has been freely negotiated and shall be deemed
to have been drafted by the Parties jointly. Accordingly, no court should construe any provision for or against any party as a
result of such party being involved in the drafting of this Agreement.


 


7.9Assignment.
No party may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without
the prior written consent of the other Parties to this Agreement;.


 




    	 



    	 



    

 


7.10Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except as
otherwise expressly provided herein, nothing contained in this Agreement, express or implied, is intended to or shall confer upon
any other Person any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


7.11Severability.
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon determination
that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good
faith to, or the court making such a determination shall, modify this Agreement so as to effect the original intent of the Parties
as closely as possible in an acceptable manner to the effect that the transactions contemplated hereby are fulfilled to the extent
possible.


 


7.12Governing
Law; Forum. This Agreement and shall be governed by the laws of the State of Israel. The Parties hereto do hereby consent
and submit to the exclusive venue and jurisdiction of the State of Israel, the Courts residing in Tel Aviv- Jaffa as the sole
and exclusive forum for such matters of disputes, and further agree that, in the event of any action or suit as to any matters
of dispute among the Parties, service of process may be made upon the other party by mailing a copy of the summons and/or complaint
to the other party at the address set forth herein.


 


[Remainder
of page left blank intentionally; Signature page to follow]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement on the date first above
written.


 


	Buyer:	LOGICAL CHOICE CORPORATION
	 	 	 
	 	By:	/s/
    Mark Elliott
	 	Name:	Mark
    Elliott
	 	Title:	Chief
    Executive Officer
	 	 	 
	Globisens
    Shareholders:	 	 
	 	 	 
	 	 	/s/
    Dovi Bruker
	 	 	DOVI
    BRUKER
	 	 	 
	 	 	/s/
    Benjamin Kaufman
	 	 	BENJAMIN
    KAUFMAN
	 	 	 
	 	 	/s/
    Alejandro Jose Merikanskas Halpern
	 	 	ALEJANDRO
    JOSE MERIKANSKAS HALPERN
	 	 	 
	 	 	/s/
    Arturo Leon Merikanskanskas Halpern
	 	 	ARTURO
    LEON MERIKANSKANSKAS HALPERN
	 	 	 
	 	 	/s/
    Judith Anat Herzog
	 	 	JUDITH
    ANAT HERZOG
	 	 	 
	The
    Company:	GLOBISENS LTD.
	 	 	 
	 	By:	/s/
    Dovi Bruker
	 	Name:	Dovi
    Bruker
	 	Title:	CEO


 




    	 



    	 



    

 


List
of Exhibits and Annexes [to be completed until Closing]


 


	Exhibit
    1.4(b) 	Trustee
    Instructions Agreement	 
	Exhibit
    6.8	Form
    of Employment Agreement	 
	Annex
    A	Capitalization
    Table	 
	Annex
    I	Definitions	 


 


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List
of Exhibits


 




    	 



    	 



    

 


Execution
Copy


 


ANNEX
A


 


GLOBISENS
CAPITALIZATION


 


	At
    Closing with LLC
	Name	 	Title	 	Stock
    	 	%
	Dov
    Bruker	 	Founder
    and CEO	 	8,693	 	62.54%
	Alejandro
    Merikanskas	 	Lender	 	1,005	 	7.23%
	Artoro
    Merikanskas	 	Lender	 	1,005	 	7.23%
	Ben
    Kaufmann	 	Lender	 	2,780	 	20.00%
	Judith
    Herzog	 	Investor	 	 417	 	3.00%
	 	 	 	 	 	 	 
	Total	 	 	 	13,901	 	100.00%


 




    	 



    	 



    

 


Annex
I


 


Definitions


 


(a)Defined
Terms


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls,
or is controlled by, or is under Ordinary control with, such Person. The Stockholder is an Affiliate of the Company.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which commercial banks in Los Angeles, California and Tel
Aviv, Israel are open for the general transaction of business. 


 


“Contract”
means any contract, agreement, license, indenture, note, bond, loan, instrument, lease, commitment, work order, task order, purchase
order, statement of work, understanding or other arrangement, whether, express or implied, written or oral.


 


“control”
(including, with correlative meanings, the terms “controlled by” and “under Ordinary control with”), as
applied to any Person, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.


 


“Dollar”,
“USD” or “$” means United States dollars.


 


“Encumbrances”
means any mortgage, pledge, security interest, encumbrance, lien, claim, option, easement, deed of trust, right-of-way, encroachment,
restriction on transfer (such as a right of first refusal or other similar rights, defect of title or charge of any kind, whether
voluntary or involuntary, on any of the assets, properties or securities of the Company, including any conditional sale or other
title retention agreement, any lease in the nature thereof and the filing of, or agreement to give, any financing statement under
the Uniform Commercial Code of any jurisdiction.


 


“GAAP”
shall mean generally accepted accounting principles as are in effect from time to time applied on a consistent basis both as to
classification of items and amounts.


 


“Governmental
or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, bureau, board, commission, department,
official, regulator, quasi-governmental authority, or other instrumentality of the State of Israel.


 


“Infras”
shall mean international financial reporting accounting standards as are in effect from time to time applied on a consistent basis
both as to classification of items and amounts.


 


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“Intellectual
Property” shall mean all of the following items, along with all income, royalties, damages and payments due or payable
at the Closing or thereafter, including damages and payments for past, present or future infringements or misappropriations thereof,
the right to sue and recover for past infringements or misappropriations thereof and any and all corresponding rights or interests
that, now or hereafter, may be secured throughout the world: (i) patents, patent applications, patent disclosures and inventions
(whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation-in-part, division,
revision, extension or reexamination thereof; (ii) trademarks, service marks, trade dress, logos, trade names, together with all
translations, adaptations, derivations, and combinations, including all goodwill associated therewith; (iii) copyrights, registered
or unregistered and copyrightable works; (iv) domain names; (v) mask works; (vi) all registrations, applications and renewals
for any of the foregoing; (vii) trade secrets, (viii) computer software and software systems (including data compilations, databases
and related documentation); (ix) rights of publicity, persona rights or other rights to use indicia of any Person’s personality;
(x) licenses or other agreements to or from third Parties regarding the foregoing; and (xi) all copies and tangible embodiments
of the foregoing (in whatever form or medium).


 


“Key
Customers” mean the 10 largest customers of the Business by Dollar value.


 


“Key
Suppliers” mean the 10 largest suppliers of the Business by Dollar value.


 


“Knowledge”
means the actual knowledge of the Globisens Shareholders or any executive officer or director of the Company, Vert or the Buyer,
as applicable, after due inquiry.


 


“Laws”
(or “Law” where the context requires) shall mean applicable international, multinational, national,
foreign, federal, state, municipal, local (or other political subdivision) or administrative law, constitution, statute, code,
ordinance, rule, regulation, requirement, standard, policy, or guidance having the force of law, treaty, judgment, order, injunction,
award and decree of any kind of nature whatsoever including any judgment or principle of Ordinary law.


 


“Legal
Proceeding” means any action, suit, litigation, investigation or judicial, administrative or arbitration inquiry
or proceeding.


 


“Liability”
means any liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, (whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether secured or unsecured, whether liquidated or unliquidated,
and whether due or to become due), including any liability for Taxes, other governmental charges or lawsuits brought, whether
or not of a kind required by GAAP to be set forth on a financial statement.


 


“Licenses”
means all licenses, sublicenses, concessions and other agreements, including all amendments, extensions, renewals, guaranties
and other agreements with respect thereto, pursuant to which the Globisens Shareholders or any Affiliate of the Globisens Shareholders
have licensed any Purchased Asset, including any Intellectual Property.


 


“Material
Adverse Change” means a material and adverse change in (or effect on) the financial condition, properties, assets,
liabilities, rights, obligations, operations or business, of a Person and its Subsidiaries taken as a whole.


 


“Material
Contract” means each Contract to which the Company is a party which requires the payment during the term thereof
in excess of $25,000.


 


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“Order”
means any enforceable award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered
by any court, administrative agency, other Governmental or Regulatory Authority or by any arbitrator.


 


“Ordinary
Course” means, with respect to any Person, in the ordinary course of that Person’s business consistent with
past practice, including as to the quantity, quality and frequency.


 


“Permits”
means permits, certificates, licenses, orders, franchises, authorizations and approvals issued or granted by Governmental or Regulatory
Authorities.


 


“Person”
shall mean any person or entity, whether an individual, trustee, corporation, corporate, general partnership, limited partnership,
trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority or any similar
entity.


 


“Tax
Returns” shall mean all returns, declarations, reports, claims for refund, forms, estimates, information returns
and statements required to be filed in respect of any Taxes to be supplied to a taxing authority in connection with any Taxes,
including any schedule or attachment thereto, and including any amendment thereof.


 


“Taxes”
(or “Tax” where the context requires) means all federal, state, county, local, foreign and other taxes
imposed under the laws of the State of Israel (including, without limitation, income, profits, windfall profits, environmental
premium, disability, registration, license, alternative or add-on minimum, stamp, value added, goods and services, estimated,
excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding,
employment, social security, unemployment compensation, payroll-related and property taxes, import duties and other governmental
charges and assessments, including any Liability of the Company or the Globisens Shareholders, and including deficiencies, interest,
additions to tax or interest and penalties with respect thereto relating to the assets, business or property of the Company with
respect to any period prior to the Closing Date or arising out of the transaction contemplated hereby.


 


“Transaction
Documents” shall mean the collective reference to this Agreement, all Exhibits to this Agreement and all other certificates
and instruments to be executed and delivered by the Parties on the Closing Date, including, without limitation, the Subject Globisens
Shares, the Purchase Note, the Security Agreement, the Pledge and Trust Agreement, and the Employment Agreement.


 


(b)For
the purposes of this Agreement, except to the extent that the context otherwise requires:


 


(i)whenever
the words “include,” “includes” or “including” (or similar terms) are used in this Agreement,
they are deemed to be followed by the words “without limitation”;


 


(ii)the
words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,
refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


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(iii)all
terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant
hereto, unless otherwise defined therein;


 


(iv)the
definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;


 


(v)if
any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall
be taken on the next Business Day following such day;


 


(vi)references
to a Person are also to its permitted successors and assigns; and


 


(vii)the
use of “or” is not intended to be exclusive unless expressly indicated otherwise.


 


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Exhibit
1.4(B)


 


TRUSTEE
INSTRUCTIONS AGREEMENT 


 


Stock
Purchase Agreement


Exhibit


 




    	 



    	 



    

 


Exhibit
6.8(A)


 


FORM
OF EMPLOYMENT AGREEMENT