Exhibit 10.1


 





SHARE
PURCHASE AGREEMENT


 


THIS
SHARE PURCHASE AGREEMENT (as amended or restated from time to time, this “Agreement”),
dated as of November 9, 2018 (the “Execution Date”), is made by and
among B. Riley Principal Investments LLC, a Delaware limited liability company (“Buyer”), and YMax Corporation,
a Delaware corporation (“Seller”). Each of Buyer and Seller is referred to as a “Party”
and, collectively, the “Parties.”


 


RECITALS


 


WHEREAS,
that certain Agreement and Plan of Merger, dated as of November 9, 2017 (the “Merger Agreement”), was entered
into by and among B. Riley Financial, Inc., a Delaware corporation and the direct parent of Buyer, B. R. Acquisition Ltd., an
Israeli corporation and the direct wholly-owned Subsidiary of Buyer (“Merger Sub”), and magicJack VocalTec
Ltd., an Israeli corporation and the parent of Seller (the “Company”);


 


WHEREAS,
pursuant to the Merger Agreement, among other things and subject to the terms and conditions set forth therein, at the Closing
(as defined in the Merger Agreement), Merger Sub will merge with and into the Company, with the Company continuing thereafter
as the surviving corporation and the wholly-owned Subsidiary of Buyer (the “Merger”);


 


WHEREAS,
as of the Execution Date, Seller owns 5,942,715 ordinary shares, no par value, of the Company, which do not confer any voting
rights in the Company (the “Shares”);


 


WHEREAS,
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the Shares held by it, subject to the terms
and conditions set forth in this Agreement; and


 


WHEREAS,
Buyer and Seller desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.


 


NOW,
THEREFORE, in consideration of the premises, and of the various representations, warranties, covenants and other agreements
and undertakings of the Parties, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:


 


ARTICLE
I



Definitions


 


1.1          Definitions.
As used herein, the following terms shall have the following meanings:


 


“Affiliate”
of any particular Person means any other Person controlling, controlled by or under common control with such particular Person.
For the purposes of this definition, “control” (including the terms “controlling” and “controlled
by”) means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether
through the ownership of voting securities, contract or otherwise.


 






    


     


    

 


“Business
Day” means any day, excluding Friday, Saturday, Sunday and any other day on which commercial banks in New York, New
York, Los Angeles, California or Israel are authorized or required by Law to close.


 


“Knowledge”
means, with respect to any Person, the actual present knowledge, following reasonable inquiry, of any manager, director or executive
officer of such Person.


 


“Law”
means any federal, state, local, municipal, or foreign order, constitution, law ordinance, rule, regulation, statute or treaty.


 


“Organizational
Documents” means the articles of association, certificate of incorporation, certificate of formation, bylaws, memorandum
of association or operating agreement (or equivalent organizational documents) of any Person.


 


“Person”
means an individual, partnership, corporation, limited liability company business trust, joint stock corporation, estate, trust,
unincorporated association, joint venture, Governmental Entity or other entity, of whatever nature.


 


“Subsidiary”
of any Person means any corporation, partnership, limited liability company, or other legal entity in which such Person (either
alone or through or together with any other Subsidiary) owns or has the power to vote or control, directly or indirectly, fifty
percent (50%) or more of the stock or other equity or ownership interests.


 


Each
of the following terms is defined in the Section set forth opposite such term:


 


	Terms	Section
	 	 
	Affiliate  	1.1
	Agreement 	Preamble
	Bankruptcy
    and Equity Exception 	3.3
	Business
    Day 	1.1
	Buyer 	Preamble
	Cash
    Consideration 	2.1
	Company 	Recitals
	Contract 	3.4(b)
	Delaware
    Courts 	8.7
	Execution
    Date 	Preamble
	Governmental
    Entity 	3.4(a)
	Knowledge 	1.1
	Law 	1.1
	Lien 	2.1
	Merger 	Recitals
	Merger
    Agreement 	Recitals
	Merger
    Sub 	Recitals
	Organizational
    Documents 	1.1
	Parties 	Preamble
	Party 	Preamble
	Person 	1.1
	Seller 	Preamble
	Shares 	Recitals
	SPA
    Closing 	2.2
	SPA
    Closing Date 	2.2
	Subsidiary 	1.1
	Transactions 	3.2


 






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1.2          Other
Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder”
and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. When a reference is made in this Agreement to an Article, Section, paragraph or clause, such reference shall be
deemed to be to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
References to any “statute” or “regulation” are to the statute or regulation as amended, modified, supplemented
or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute)
and to any “section of any statute or regulation” include any successor to the section. Any singular term in this
Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will
be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require.
Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. All references
to “$” in this Agreement shall be deemed references to United States dollars. Unless otherwise indicated, the word
“day” shall be interpreted as a calendar day. The headings contained herein are for reference purposes only and shall
not affect in any way the meaning or interpretation hereof. The Parties agree that the terms and language of this Agreement were
the result of negotiations between the Parties and their respective advisors and, as a result, there shall be no presumption that
any ambiguities in this Agreement shall be resolved against any Party. Any controversy over construction of this Agreement shall
be decided without regard to events of authorship.


 


ARTICLE
II



Purchase and Sale; Closing; Closing Deliveries


 


2.1          Purchase
and Sale of the Shares. Subject to the terms
and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the SPA
Closing, Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller,
all the Shares held by Seller, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (other
than restrictions on transfer generally arising under federal and state securities Laws) (each, a “Lien”),
for cash in an aggregate amount equal to $33.0 million (the “Cash Consideration”). The Buyer may withhold any
amounts for the payment of taxes required under any applicable Law and such amounts shall be deemed to have been paid to the Seller.


 






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2.2          Time
and Place of Closing. Subject to the terms
and conditions of this Agreement, the closing of the purchase and sale of the Shares provided for in this Agreement (the “SPA
Closing”) shall take place at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, New York, New York 10104 (i)
at 10:00 a.m. Eastern Time on November 9, 2018 or (ii) at such other time or date as shall be agreed in writing between Buyer
and Seller (the “SPA Closing Date”).


 


2.3          Deliveries
at the SPA Closing. At the SPA Closing, or
simultaneously therewith, the following shall occur:


 


(a)       Seller
will deliver to Buyer a copy of irrevocable instructions delivered to American Stock Transfer & Trust Company, LLC, or such
other transfer agent of the Company at the SPA Closing (the “Transfer Agent”), instructing the Transfer Agent
to deliver to Buyer, on an expedited basis, the Shares in book entry form in the Direct Registration System, such delivery to
be deemed a certification to Buyer, solely on behalf of Seller, that the conditions set forth in Section 6.2 (as they relate
to the representations and warranties of Seller and compliance with the covenants of the Seller) have been satisfied;


 


(b)      Buyer
will deliver to Seller the Cash Consideration, in
immediately available funds, to an account specified by Seller, pursuant to instructions to be given to Buyer by Seller no later
than two (2) Business Days prior to the SPA Closing Date.


 


2.4          Rescission
of the Transactions. In the event the SPA
Closing is consummated and the Closing (as defined in the Merger Agreement) does not occur prior to the earlier of (a) the final
Business Day of the calendar year in which such SPA Closing occurs and (b) the first Business Day following the date on which
the Merger Agreement is terminated in accordance with its terms, then, on such date, (i) the Transactions previously consummated
pursuant to this Agreement shall be deemed void and of no effect, (ii) Seller shall promptly deliver to Buyer the Cash Consideration,
net of any amount withheld pursuant to Section 2.1 above, in immediately available funds, to an account specified by Buyer
and (iii) Buyer shall promptly deliver to Seller a copy of irrevocable instructions delivered to the Transfer Agent, instructing
the Transfer Agent to deliver to Seller, on an expedited basis, the Shares in book entry form in the Direct Registration System.


 


ARTICLE
III



Representations and Warranties of Seller


 


Seller
hereby represents, warrants and covenants to Buyer as of the Execution Date and as of the SPA Closing as follows:


 


3.1          Ownership
of the Shares.


 


(a)       Seller
is the sole record and beneficial owner of the Shares. Seller has good title to all the Shares, free and clear of all Liens (other
than any transfer restrictions imposed by federal and state securities laws). Except for the Shares, Seller does not own of record
or beneficially, or have any interest in or right to acquire, any shares of capital stock of the Company.


 






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(b)       Other
than the Merger Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, share appreciation
rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character under which Seller is or
may become obligated to sell, or giving any Person a right to acquire, or in any way dispose of, any of the Shares or any securities
or obligations exercisable or exchangeable for, or convertible into, the Shares, or any “tag-along”, “drag-along”
or similar rights with respect to the Shares. Except for this Agreement, Seller is not a party to any voting trusts, proxies,
or other shareholder or similar agreements or understandings with respect to the voting, purchase, repurchase or transfer of the
Shares.


 


3.2          Organization,
Good Standing and Qualification. Seller (a)
is a legal entity duly organized, validly existing and in good standing under the Laws of Delaware, (b) has all requisite corporate
power and authority to own, pledge or dispose of the Shares and to carry on its business as presently conducted and (c) is qualified
to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership,
leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of
clause (b) or (c) where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually
or in the aggregate, reasonably be likely to prevent, materially delay or materially impair, the consummation of the transactions
contemplated hereby (the “Transactions”).


 


3.3          Authority;
Approval. Seller has all requisite corporate
power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under
this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding agreement of
Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles
(the “Bankruptcy and Equity Exception”).


 


3.4          Governmental
Filings; No Violations.


 


(a)  
    Except
for any consents, approvals, filings or registrations required in connection with the transactions contemplated by the
Merger Agreement, no notices, reports or other filings are required to be made by Seller with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by Seller from, any domestic or foreign
governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial
governmental entity (each a “Governmental Entity”) in connection with the execution, delivery and
performance of this Agreement by Seller and the consummation of the Transactions, except (i) as
may be required for compliance with the rules of the NASDAQ Global Select Market and (ii) such
other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of
which to be obtained or made would not, individually or in the aggregate, reasonably be
likely to prevent, materially delay or materially impair the consummation of the Transactions.


 


(b)       The
execution, delivery and performance of this Agreement by Seller do not, and the consummation of the Transactions will not, constitute
or result in (i) a breach or violation of, or a default under, Seller’s Organizational Documents or (ii) with or without
notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation
or acceleration of any obligations under or the creation of a Lien on any of the assets of Seller pursuant to any agreement, lease,
license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding
upon Seller or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance
with the matters referred to in Section 3.4(a), under any Law to which Seller is subject except, in the case of clause
(ii) above, for any such breach, violation, termination, default, creation or acceleration that would not, individually or in
the aggregate, reasonably be likely to prevent, materially delay or materially impair the consummation of the Transactions.


 






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3.5          Litigation
and Liabilities. There are no civil, criminal
or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to Seller’s
Knowledge, threatened against Seller that (a) relate to the Shares, (b) challenge the validity or enforceability of Seller’s
obligations under this Agreement or (c) would, individually or in the aggregate, reasonably be likely to prevent, materially delay
or materially impair the consummation of the Transactions. Seller is not a party to or subject to the provisions of any judgment,
order, writ, injunction, decree or award of any Governmental Entity that would, individually or in the aggregate, reasonably be
likely to prevent, materially delay or materially impair the consummation of the Transactions.


 


ARTICLE
IV



Representations and Warranties of Buyer


 


Buyer
hereby represents and warrants to Seller as of the Execution Date and as of the SPA Closing as follows:


 


4.1          Organization,
Good Standing and Qualification. Buyer (a)
is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware,
(b) has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to
carry on its business as presently conducted and (c) is qualified to do business and is in good standing as a foreign limited
liability company in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its
business requires such qualification, except in the case of clause (b) or (c) where the failure to be so qualified or in good
standing or to have such power or authority, would not, individually or in the aggregate, reasonably be likely to prevent, materially
delay or materially impair the consummation of the Transactions.


 


4.2          Authority;
Approval. Buyer has all requisite limited
liability company power and authority and has taken all organizational action necessary in order to execute, deliver and perform
its obligations under this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and
binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.


 






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4.3          Governmental
Filings; No Violations; Certain Contracts.


 


(a)       Except
for any consents, approvals, filings or registrations required in connection with the transactions contemplated by the Merger
Agreement, no notices, reports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals,
permits or authorizations required to be obtained by Buyer from, any Governmental Entity in connection with the execution, delivery
and performance of this Agreement by Buyer and the consummation of the Transactions, except (i) as
required under applicable requirements of the Securities Act, the Exchange Act, any applicable foreign securities laws, and state
securities, takeover and “blue sky” laws, in connection with this Agreement and the Transactions and (ii) such
other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which
to be obtained or made would not, individually or in the aggregate, reasonably be likely to prevent,
materially delay or materially impair the consummation of the Transactions.


 


(b)       The
execution, delivery and performance of this Agreement by Buyer do not, and the consummation of the Transactions will not, constitute
or result in (i) a breach or violation of, or a default under, the Organizational Documents of Buyer or (ii) with or without notice,
lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration
of any obligations under or the creation of a Lien on any of the assets of Buyer pursuant to any Contract binding upon Buyer or,
assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters
referred to in Section 4.3(a), under any Law to which Buyer is subject, except, in the case of clause (ii) above, for any
such breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably
be likely to prevent, materially delay or materially impair the consummation of the Transactions.


 


4.4          Litigation.
There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings
pending or, to Buyer’s Knowledge, threatened against Buyer that seek to enjoin or would reasonably be expected to have the
effect of preventing, making illegal, or otherwise interfering with, the consummation of the Transactions, except as would not,
individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the consummation of the
Transactions. Buyer is not a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of
any Governmental Entity that would, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially
impair the consummation of the Transactions.


 


ARTICLE
V



Covenants


 


5.1          Forbearances
of Seller. From the Execution Date until
the earlier of the SPA Closing and the termination of this Agreement pursuant to Section 7.1,
without the prior written consent of Buyer, Seller shall not, directly or indirectly:


 


(a)    
  sell, convey,
transfer, pledge or otherwise encumber or dispose of any of the Shares held by Seller or any interest therein, except pursuant
to this Agreement;


 



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(b)      deposit
any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Shares or grant
any proxy with respect thereto; or


 


(c)      enter
into any Contract with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any
of the Shares.


 


5.2          Further
Action. Seller and Buyer (a) shall each execute
and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause
to be taken, such further action as may be reasonably necessary to carry out the provisions of this Agreement and give effect
to the Transactions and (b) shall refrain from taking any actions that could reasonably be expected to impair, delay or impede
the SPA Closing.


 


5.3          Cooperation.
Seller and Buyer shall each, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries,
directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any
statement, filing, notice or application made by or on behalf of Buyer, Seller, the Company or any of their respective Subsidiaries
to any third party and/or any Governmental Entity in connection with the Transactions.


 


ARTICLE
VI



Conditions


 


6.1          Conditions
to Each Party’s Obligation to Consummate the Transactions.
The respective obligation of each Party to consummate the Transactions is subject to the satisfaction or waiver by Buyer and Seller,
at or prior to the SPA Closing, of each of the following conditions:


 


(a)       Satisfaction
of Conditions Precedent to the Merger. All conditions precedent to the Merger set forth in the Merger Agreement (other than
those conditions that by their nature are to be satisfied at the Closing (as defined in the Merger Agreement)) shall have been
satisfied or waived.


 


(b)      No
Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent jurisdiction
or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. No Law shall have
been enacted, entered, promulgated, issued or enforced by any court or other Governmental Entity that restrains, enjoins or otherwise
prohibits consummation of the Transactions and remains in effect.


 


6.2          Conditions
to Obligations of Buyer. The obligation of
Buyer to consummate the Transactions is also subject to the satisfaction or waiver by Buyer at or prior to the SPA Closing of
the following conditions:


 


(a)       Representations
and Warranties of Seller. The representations and warranties of Seller contained in this Agreement shall have been true and
correct as of the date of this Agreement and shall be true and correct (without giving effect to any qualifications or limitations
as to materiality or material adverse effect set forth therein) as of the SPA Closing Date as though made on the SPA Closing Date
(except to the extent such representations and warranties expressly relate to a specified date, in which case as of such specified
date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected
to prevent, materially delay or materially impair the consummation of the Transactions or the performance by Seller of its obligations
hereunder.


 






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(b)     
 Performance of Obligations
of Seller. Seller shall have performed and complied in all material respects with all covenants required to be performed by
it under this Agreement on or prior to the SPA Closing Date.


 


(c)     
 Deliverables.
Buyer shall have received all items required to be delivered to Buyer pursuant to Section 2.3 at or prior to the SPA Closing.


 


6.3          Conditions
to Obligations of Seller. The obligation
of Seller to consummate the Transactions is also subject to the satisfaction or waiver by Seller at or prior to the SPA Closing
of the following conditions:


 


(a) 
     Representations
and Warranties of Buyer. The representations
and warranties of Buyer contained in this Agreement shall have been true and correct as of the date of this Agreement and shall
be true and correct (without giving effect to any qualifications or limitations as to materiality or material adverse effect set
forth therein) as of the SPA Closing Date as though made on the SPA Closing Date (except to the extent such representations and
warranties expressly relate to a specified date, in which case as of such specified date), except for such failures to be true
and correct that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay or materially
impair the consummation of the Transactions or the performance by Buyer of its obligations hereunder.


 


(b)  
    Performance
of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all covenants required to be
performed by it under this Agreement on or prior to the SPA Closing Date.


 


(c)       Deliverables.
Seller shall have received all items required to be delivered to Seller pursuant to Section 2.3 at or prior to the SPA
Closing.


 


ARTICLE
VII



Termination


 


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


 


(a)
      by
mutual written agreement of Buyer and Seller;


 


(b)      by
Buyer if there has been a breach of any representation, warranty, covenant or agreement made by Seller in this Agreement, or any
such representation and warranty shall have become untrue after the Execution Date, such that Section 6.2(a) or 6.2(b)
would not be satisfied and such breach or condition is not curable or, if curable, is not cured within fifteen (15) days after
written notice thereof is given by Buyer to Seller;


 






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(c)       by
Seller if there has been a breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement, or any
such representation and warranty shall have become untrue after the Execution Date, such that Section 6.3(a) or 6.3(b)
would not be satisfied and such breach or condition is not curable or, if curable, is not cured within fifteen (15) days after
written notice thereof is given by Seller to Buyer; and


 


(d)      automatically
upon the termination of the Merger Agreement in accordance with its terms.


 


7.2          Effect
of Termination and Abandonment. In the event
of termination of this Agreement pursuant to this ARTICLE VII, this Agreement shall become void and of no effect with no
liability to any Person on the part of any Party (or of any of its representatives or Affiliates); provided, however,
and notwithstanding anything in the foregoing to the contrary, that (a) no such termination shall relieve any Party of any liability
or damages to the other Party resulting from any knowing and intentional material breach of this Agreement, and (b) the provisions
set forth in this Section 7.2 and ARTICLE VIII shall survive the termination of this Agreement.


 


ARTICLE
VIII



General Provisions


 


8.1          No
Survival. Each of the Parties, intending
to modify any applicable statute of limitations, agree that (a) all of the representations and warranties in this Agreement and
in any certificate or other instrument delivered pursuant hereto shall terminate effective as of the SPA Closing and shall not
survive the SPA Closing for any purpose, and thereafter there shall be no liability on the part of, nor shall any claim be made
by, any Party or any of their respective Affiliates, or any of their respective directors, officers, members, managers, employees,
agents or representatives, in respect thereof, (b) after the SPA Closing, there shall be no liability on the part of, nor shall
any claim be made by, any Party or any of their respective Affiliates, or any of their respective directors, officers, members,
managers, employees, agents or representatives, in respect of any covenants or agreements that, by their terms, contemplate performance
at or prior to the SPA Closing, and (c) covenants or agreements, including the provisions of Section 2.4, that, by their
terms, contemplate performance following the SPA Closing shall survive the SPA Closing for the period set forth therein or until
fully performed. 





 






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8.2          Notices.
All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) one (1) Business Day after deposit
with Federal Express or similar overnight courier service for delivery the next Business Day, (c) upon written confirmation of
receipt if delivered by facsimile or email transmission (with a copy sent by overnight prepared courier service for delivery the
next Business Day) or (d) three (3) Business Days after being mailed by first class mail, return receipt requested. Notices, demands
and other communications to the Parties shall, unless another address is specified in writing, be sent to the addresses indicated
below:


 


(a)        
   if to Buyer: 


 


B.
Riley Financial, Inc. 


21860
Burbank Boulevard, Suite 300 South 


Woodland
Hills, California 91367 


Attention:
Alan N. Forman 


Email:
aforman@brileyfin.com 


Facsimile:
(818) 746-9170


 


with
a copy (which shall not constitute notice) to:








Sullivan
& Cromwell LLP 


1888
Century Park East, Suite 2100


Los
Angeles, California 90067 


Attention:
Patrick S. Brown, Esq. 


Email:
brownp@sullcrom.com 


Facsimile:
(310) 712-8800


 


and
with a copy (which shall not constitute notice) to:



 


Gross,
Kleinhendler, Hodak, Halevy, Greenberg & Co. 


One
Azrieli Center, Round Tower 


Tel
Aviv 6701101, Israel 


Tel:
+972 3 607 4444 


Fax:
+972 3 607 4422 


Attn:
Richard J. Mann, Adv.; Yoav Friedman, Adv. 


Email:
Rick@gkh-law.com; Yoavf@gkh-law.com


 


(b)       
   if to Seller:


 


YMax
Corporation 


560
Village Blvd, Suite 120 


West
Palm Beach, FL 33409 


Attention:
Don Carlos Bell III 


Email:
don.carlos.bell@magicjack.com 


Facsimile:
(516) 514-9441


 


with
a copy (which shall not constitute notice) to:


 


Bryan
Cave LLP 


1290
Avenue of the Americas 


New
York, NY 10104 


Attention:
Tara Newell, Esq. 


Email:
Tara.Newell@bryancave.com 


Facsimile:
(212) 261-9884


 






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and
with a copy (which shall not constitute notice) to:


 


Yigal
Arnon &Co. 


One
Azrieli Center, Round Tower 


Tel
Aviv 6701101, Israel 


Tel:
+972 3 608 7777 


Fax:
+972 3 6087 7714 


Attn:
David H. Schapiro, Adv.; Eliran Furman, Adv. 


Email:
davids@arnon.co.il; eliranf@arnon.co.il


 


8.3          Entire
Agreement. This Agreement (including the
documents and the instruments referred to herein) contains the entire understanding of the Parties in respect of its subject matter
and supersedes all prior agreements and understandings (oral or written) between the Parties with respect to such subject matter.


 


8.4          Binding
Effect; Assignment. The rights and obligations
of this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns. Except as expressly
provided herein, the rights and obligations of this Agreement may not be assigned by either Party without the prior written consent
of the other Party, except that Buyer may assign any and all rights under this Agreement to one or more of its wholly-owned Subsidiaries
(but no such assignment shall relieve Buyer of any of its obligations hereunder). Any purported assignment in violation of this
Agreement is null and void ab initio.


 


8.5          No
Third Party Beneficiaries. Nothing expressed
or implied in this Agreement is intended to confer any legal or equitable rights, benefits, remedies, obligations or liabilities
upon any Person other than the Parties and their respective successors and permitted assigns.


 


8.6          GOVERNING
LAW. This
Agreement and its enforcement will be governed by, and interpreted in accordance with, the Laws of the State of Delaware applicable
to agreements made and to be performed entirely within such state without regard to the conflicts of law provisions thereof.


 


8.7          Consent
to Jurisdiction. Each Party hereby submits
to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such Court does not have jurisdiction,
any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from
any thereof (the “Delaware Courts”), for any dispute arising out of or relating to this Agreement or the breach,
termination or validity thereof. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by
Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court.
Each of the Parties irrevocably and unconditionally waives and agrees not to plead or argue in any such court (a) that it is not
personally subject to the jurisdiction of the Delaware Courts for any reason other than the failure to serve process in accordance
with applicable Law, (b) that it or its property is exempt or immune from jurisdiction of the Delaware Courts or from any legal
process commenced in the Delaware Courts (including but not limited to service of notice, attachment prior to judgment, attachment
in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law
that (i) the suit, action or proceeding in the Delaware Courts is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by the Delaware
Courts.


 






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8.8            WAIVER
OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


8.9    
       Specific
Performance. The Parties agree that
irreparable harm would occur if any of the provisions of this Agreement were not performed in accordance with their specific
terms on a timely basis or were otherwise breached. It is accordingly agreed that, without posting bond or other undertaking,
the Parties shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of competent jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to
enforce the provisions of this Agreement, no Party will allege, and each Party hereby waives the defense or counterclaim,
that there is an adequate remedy at law. The Parties further agree that (a) by seeking any remedy provided for in this Section
8.9, a Party shall not in any respect waive its right to seek any other form of relief that may be available to such
Party under this Agreement, including monetary damages, and (b) nothing contained in this Section 8.9 shall require
any Party to institute any action for (or limit such Party’s right to institute any action for) specific performance
under this Section 8.9 before exercising any other right under this Agreement nor shall the commencement of any action
pursuant to this Section 8.9 or anything in this Section 8.9 restrict or limit any Party’s right to
terminate this Agreement in accordance with the terms of Section 7.1 or pursue any other remedies under this Agreement
that may be available then or thereafter.


 


8.10          Severability.
If any provisions of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable in
any jurisdiction, then (a) a substitute and equitable provision shall be substituted therefor in order to carry out, so far as
may be valid and enforceable in such jurisdiction, the intent and purpose of the invalid or unenforceable provision, and (b) the
remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability of such provision affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction.


 


8.11          Amendment;
Waiver. Any provision of this Agreement may
be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Buyer
and Seller, or, in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party
in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.


 






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8.12          Expenses.
Each Party will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and
performance of this Agreement and the Transactions, including all fees and expenses of its representatives.


 


8.13          Counterparts.
This Agreement may be executed in any number of counterparts (including by means of facsimile and electronically transmitted portable
document format (pdf) signature pages), each of which shall be an original but all of which together shall constitute one and
the same instrument.


 


8.14          Fulfillment
of Obligations. Any obligation of any Party
to any other Party under this Agreement, which obligation is performed, satisfied or fulfilled completely by an Affiliate of such
Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.


 


(Signature
Page Follows)


 




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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.


 


	 	YMax
    Corporation
	 	 	 	 
	 	By:	/s/
    Thomas Fuller
	 	 	Name:	Thomas
    Fuller
	 	 	Title:	Chief
    Financial Officer
	 	 
	 	B.
    Riley Principal Investments LLC
	 	 	 	 
	 	By:	/s/
    Kenneth Young
	 	 	Name:	Kenneth
    Young
	 	 	Title:	CEO




 





(Signature
Page to Share Purchase Agreement)