Exhibit
4.1


 




 


AGREEMENT


 


Made
and Entered into in Tel Aviv on the 11th of October, 2015


 


	 	Between:	ASIA
    PITUACH (A.D.B.M.) Ltd.
	 	 	Company
    No. 520036062
	 	 	of
    7 Jabotinsky Street, Ramat Gan 52520
	 	 	(hereinafter:
    the “Company”)
	 	 	 On
    the One Part;
	 	And:	Four
    Eyes Autonomous Ltd.
	 	 	Company
    No. 515287480
	 	 	of
    Henri Malka Street, Dimona
	 	 	(hereinafter:
    “4Eyes”)
	 	 	 On
    the Second Part;
	 	And:	MAGNA
    - B.S.P. Ltd.
	 	 	Company
    No. 513066639
	 	 	of
    Henri Malka Street, Dimona
	 	 	(hereinafter:
    “MAGNA”)
	 	 	 On
    the Third Part;


 


(The
Company, 4Eyes and MAGNA shall hereinafter be referred to jointly as the “Parties”)


 


	Whereas:	The
    Company is a public company, whose shares are traded on the Tel Aviv Stock Exchange Ltd. (hereinafter: the “Stock
    Exchange”); and
	 	 
	Whereas:	4Eyes
    is a private company registered in Israel, engaging in the field of radar research and development based on MAGNA’s
    tangible and intangible assets in connection with the Car Safety Field through devices installed in the car, including 3D
    technologies, designated for the market of advanced systems for prevention of road accidents that will be transferred from
    MAGNA to 4Eyes immediately prior to, and subject to, the Closing of the Transaction and with effect as of the Merger Date,
    all tax exempt in accordance with the provisions of Section 104A of the Ordinance; and



  









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	Whereas:	The
    Company is interested, on the one hand, based on the representations and undertakings of 4Eyes, as set forth herein, and 4Eyes
    and MAGNA are interested, on the other hand, based on the representations and undertakings of the Company, as set forth herein,
    that subject to the fulfillment of the conditions set forth in this Agreement, the Company shall purchase 4Eyes’ entire
    (100%) issued and paid-up share capital, on a fully diluted basis, in exchange for allocation of Ordinary Shares of the Company,
    as set forth in section 7 of this Agreement and allocation of Option Warrants (rights to shares) to the holders of Option
    Warrants, as shall exist in 4Eyes immediately prior to the Closing of this Agreement, all in accordance with the conditions
    set forth herein (hereinafter: the “Transaction” or the “Merger”); and
	 	 
	Whereas:	The
    Merger is intended for business and financial purposes and by virtue of which and through the Company, 4Eyes shall become
    a fully owned subsidiary of the public company, the shares of which are listed for trading on the stock exchange; and
	 	 
	Whereas:	On
    July 19, 2015 the parties to this Agreement entered into a non-binding principles agreement in the framework of which the
    parties put into writing the agreements in principle reached among them in connection with the Transaction that shall constitute
    the basis for a detailed definite agreement among the parties (hereinafter: the “Principles Agreement”);
    and
	 	 
	Whereas:

         
	The
    parties wish to determine and define in this Agreement below the web of legal relationships among them based on the principles
    reached in the Principles Agreement and to embody in writing the terms of the Transaction among them;


 







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Therefore,
it has been agreed, declared and stipulated by and among the parties as follows:


 


	1.	Preamble,
                                         Annexes and Section Headings



 


		1.1	The
                                         preamble and annexes to this Agreement and the parties’ declarations form an integral
                                         part hereof.
	 	 	 
		1.2	The
                                         division of this Agreement into sections and subsections and the section headings herein
                                         are made for convenience purposes only, and have no, and shall not be taken into account
                                         in interpreting this Agreement.



 


	2.	Definitions



 


The
terms set forth in section 2 below shall have the meanings appearing opposite them:


 


	 	2.1	“Approval
    of Corporate Organs”	 	Approval
    of the Audit Committee and/or Remuneration Committee, as the case may be, the Company’s Board of Directors and the General
    Meeting for all the provisions of this Agreement, including approval of the allocation of the securities hereunder in accordance
    with Sections 274 and 275 of Companies Law;
	 	 	 	 	 
	 	2.2	“General
    Meeting”	 	The
    general meeting of the Company’s shareholders, to be convened in accordance with the Private Offering Regulations and
    the Controlling Shareholder Regulations, for the purpose of approving the Company’s engagement in and performance of
    this Agreement, including additional engagements and resolutions arising from this Agreement, that require lawful approval
    of the General Meeting;


 


 






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	 	2.3	“4Eyes’
    Shareholders” or the “Offerees”	 	MAGNA
    - B.S.P. Ltd; 
	 	 	 	 	 
	 	2.4	Deleted.
    	 	 
	 	 	 	 	 
	 	2.5	“Transaction
    Report”	 	The
    transaction report to be duly published by the Company, for the purpose of approving the Transaction which is the subject
    matter of this Agreement by the General Meeting (a Condition Precedent for this Agreement) in accordance with the Securities
    Law made in accordance with the Securities (Transaction between a Company and the Controlling Shareholder therein) Regulations,
    5761-2001, which shall also constitute an Exceptional Private Offering, in accordance with the Securities (Private Offering
    of Securities in a Listed Company) Regulations, 5760-2000, and any other necessary regulations; 
	 	 	 	 	 
	 	2.6	“Full
    Dilution”	 	The
    Company’s issued and paid-up share capital on the assumption of a full exercise of all the options for purchase of the
    Company’s shares, Option Warrants, convertible debts and convertible securities and/or undertakings to grant options,
    shares and Option Warrants, into shares of the Company and on the assumption of consummation of all the transactions and acts
    which are the subject matter of this Agreement (including exchange of the Option Warrants to be allocated in 4Eyes and/or
    shares of 4Eyes for Option Warrants of the Company and including conversion of the Option Warrants to be allocated in the
    Company into shares), but without taking into account 1,794,205 Option Warrants that the Company intends to allocate to Mr.
    Eli Yoresh as part of the shares option Plan to be adopted by the Company following the Closing of the Merger under this Agreement;
    2.6The Company’s Cap Table, as of the date of execution of this Agreement and as of the Transaction Closing, and on
    the assumption that all allocations are made in accordance with this Agreement, is attached hereto as Annex 2.6;



 









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	 	2.7	Canceled.	 	 
	 	 	 	 	 
	 	2.8	“Financial
    Statements”	 	The
    Annual Report (as such term is defined in section 2.9 below) and the Company’s last reviewed interim Financial Statements
    as of June 30, 2015.
	 	 	 	 	 
	 	2.9	“Annual
    Report”“	 	The
    Company’s Annual Report for 2014, and all parts thereof, published by Magna on March 24, 2015 (Ref. No.: 2015-01-059803).
	 	 	 	 	 
	 	2.10	Canceled.
    	 	 
	 	 	 	 	 
	 	2.11	“4Eyes
    Pro-forma Reports” 	 	The
    pro-forma reports of 4Eyes that will be attached as Annex 2.11 by the Closing Date hereof. Such pro-forma reports
    reflect 4Eyes’ assets and results of operations for the relevant period, had such reports been prepared by 4Eyes on
    the relevant dates.2.11 The reports will be prepared in accordance with generally accepted accounting standards and the provisions
    of the Securities Law and the regulations promulgated thereunder;
	 	 	 	 	 
	 	2.12	“Incumbent
    Directors”	 	The
    directors serving on the Company’s Board of Directors on the signing date of this Agreement, namely Avishay Cohen (External
    Director), Zeev Lowenberg (External Director), Eliyahu Yoresh, Ron Weisberg and Shoshana Zeig;
	 	 	 	 	 
	 	2.13	“Offerees’
    Directors”	 	The
    list of candidates to be provided by the Offerees, along with the consent of all Offerees, as a single entity, provided, however,
    that their identities, together with an appropriate affidavit on behalf of each one of them, are provided to the Company prior
    to the convening of the General Meeting;
	 	 	 	 	 
	 	2.14	“Nominee
    Company” 	 	Israel
    Discount Bank Nominees Ltd.; 
	 	 	 	 	 
	 	2.15	“Lock-up”
    or “Lock-up Provisions”	 	Prevention
    and/or restriction of acts or transactions in the Allocated Shares (and/or the Option Warrants to be allocated as set forth
    in sections 7.2 and 8 below, in connection with the Transaction, to the extent relevant), by virtue of the provisions of Section
    15C of Securities Law and the Securities (Details with regard to Sections 15A and 15C of the Law) Regulations, 5760-2000,
    as set forth in section 15 hereof and by virtue of the provisions of any applicable law;



 






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	 	2.16	“Trustee”	 	Tzvika
    Bernstein of 102 Capital Management Ltd. or any other trustee agreed upon by the parties.
	 	 	 	 	 
	 	2.17	“Effective
    Date” or “Transaction Closing Date”
    or “Closing Date”	 	Three
    (3) business days following the occurrence of the last of the Conditions Precedent set forth in section 19 below;
	 	 	 	 	 
	 	2.18	“Allocated
    Shares”	 	35,884,116
    shares of the Company (prior to capital consolidation, if such consolidation of capital is made in the Company) to be allocated
    to MAGNA, that shall form, following their allocation, a holding at the rate of approximately 61.86% of the Company’s
    share capital, on a fully diluted basis, as such term is defined in section 2.6 above. It is clarified that after the Closing
    of Merger, the Company intends to allocate 1,794,205 Option Warrants of the Company to Mr. Eli Yoresh, so that following the
    allocation of such Option Warrants to Mr. Eli Yoresh, the shares allocated to MAGNA shall constitute 60% of the Company’s
    share capital on a fully diluted basis.
	 	 	 	 	 
	 	2.19	“Purchased
    Shares”	 	100%
    of 4Eyes’ equity, on a fully diluted basis, immediately prior to the Transaction Closing Date, excluding Option Warrants
    in 4Eyes which are allocated in accordance with section 8;
	 	 	 	 	 
	 	2.20	“Agreements
    with Officeholders or Service Providers”	 	The
    Services agreements to be signed with Mr. Eli Yoresh, CFO of the Company and Mr. Kfir Silberman, Controlling Shareholder of
    the Company, by virtue of his holding of 8,505,534 shares of the Company, constituting a holding of about 43.09% of the Company’s
    issued and paid up share capital as of the signing date of this Agreement (personally and through a company under his control
    - L.I.A. Pure capital Ltd.). 
	 	 	 	 	 
	 	2.21	“Valuation
    of 4Eyes”	 	The
    valuation of 4Eyes to be commissioned by the Company from the appraiser BDO Ziv Haft, accountants. For the avoidance of doubt,
    if the engagement hereunder is concluded, the Company shall bear the costs involved in the preparation of the Valuation of
    4Eyes (such amount will be set-off from the Company’s commitment that on the Closing Date, the total amount of cash
    on hand remaining in the Company is not less that NIS 5,000,000) and in the event that the engagement is not concluded, Mr.
    Kfir Silberman shall bear such costs and return same to the Company.



 









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	 	2.22	“Private
    Allocation”	 	The
    allocation of the Allocated Shares and the allocated Option Warrants as provided herein, as Private Allocation in accordance
    with the provisions of the Securities Law.
	 	 	 	 	 
	 	2.23	“Ruling”	 	The
    tax Ruling in agreement to be received from the Tax Authority that shall grant MAGNA an exemption from tax for the transfer
    of its assets to 4Eyes, exempt from tax, as provided in Section 104A of the Ordinance and for the transfer by 4Eyes to the
    Company under the tax exemption provided in Section 103T of the Ordinance;
	 	 	 	 	 
	 	2.24	“Companies
    Law”	 	The
    Companies Law, 5759-1999;
	 	 	 	 	 
	 	2.25	“Securities
    Law”	 	The
    Securities Law, 5728-1968;
	 	 	 	 	 
	 	2.26	“Business
    Day”	 	Sundays
    to Thursdays, each week, other than Jewish holidays and festivals, holiday eves and/or public holidays, provided the majority
    of the largest four Israeli banks are open for the transaction of business;
	 	 	 	 	 
	 	2.27	“Maintenance
    Rules”	 	The
    Maintenance Rules provided in Part IV of the Stock Exchange Rules;
	 	 	 	 	 
	 	2.28	“Option
    Warrants”	 	2,392,275
    non-negotiable option warrants or rights for shares of the Company, each exercisable into one Ordinary Share of the Company,
    as set forth in section 8 below; 
	 	 	 	 	 
	 	2.29	Deleted.	 	 
	 	 	 	 	 
	 	2.30	“Ordinary
    Shares of the Company” 	 	Ordinary
    shares of NIS 1 par value each in the Company’s issued and paid-up share capital;
	 	 	 	 	 
	 	2.31	“Ordinary
    Shares of 4Eyes” 	 	Ordinary
    shares of NIS 0.01 par value each in 4Eyes’ issued and paid-up share capital;
	 	 	 	 	 
	 	2.32	“Placement
    Memorandum” or “Memorandum”	 	Description
    of 4Eyes’ business, as required under the Private Offering Regulations and in accordance with the First Schedule to
    the Securities (Details of a Prospectus and Prospectus Draft, its Form and Structure) Regulations, 5729-1969, including its
    Financial Statements and the schedules to the Placement Memorandum, if any; 
	 	 	 	 	 
	 	2.33	“Free
    and Clear”	 	With
                                         reference to the Allocated Shares: Free, clear and released of any lock-up and/or
                                         debt and/or mortgage and/or charge and/or pledge and/or attachment and/or any other indebtedness
                                         or right in favor of a Third Party, including the Company’s shareholders, other
                                         than the Lock-up Provisions (as such term is defined in section 2.15 above);

                                                          

        With
        reference to the Purchased Shares: Free and clear of any pledge, charge, attachment, debt and/or any right in favor
        of a Third Party, including MAGNA;




 






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	 	2.34	“Income
    Tax Ordinance” or the “Ordinance”	 	The
    Income Tax Ordinance [New Version], 5721-1961 and all the Rules, Regulations, Orders, procedures and determinations promulgated
    thereunder and any amendments thereto, including specifically the Rules (as defined above), all as may be amended from time
    to time;
	 	 	 	 	 
	 	2.35	“Misleading
    Detail”	 	As
    such term is defined in the Securities Law;
	 	 	 	 	 
	 	2.36	“Third
    Party” or “3rd Party”	 	Individual/
    individuals who is/are not any of the parties to this Agreement;
	 	 	 	 	 
	 	2.37	Canceled.	 	 
	 	 	 	 	 
	 	2.38	“Conditions
    Precedent”	 	All
    the Conditions Precedent set forth in section 19 of this Agreement;
	 	 	 	 	 
	 	2.39	“Interim
    Period”	 	The
    period commencing on the signing date of this Agreement and ending on the Effective Date;
	 	 	 	 	 
	 	2.40	“Reporting
    Regulations”	 	The
    Securities (Periodic and Immediate Reports) Regulations, 5730-1970;
	 	 	 	 	 
	 	2.41	“Private
    Offering Regulations”	 	The
    Securities (Private Offering of Securities in a Listed Company) Regulations, 5760-2000;
	 	 	 	 	 
	 	2.42	“Interested
    Party Regulations”	 	The
    Securities (Transaction between a Company and its Controlling Shareholder) Regulations, 5761-2001; 


 









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	3.	Purposes
                                         of the Agreement



 


The
purposes of this Agreement are, inter alia, to determine the conditions for the allocation of the Allocated Shares to MAGNA
by the Company and the purchase of the Purchased Shares by the Company, transfer of current control in the Company to MAGNA and
appointment of Directors and Officeholders on their behalf.


 


	4.	Declarations
                                         of the Parties



 


The
parties declare, each solely with reference to itself, that it has examined its legal and tax situation in connection with this
Agreement and the Transaction and that subject to the fulfillment of the Conditions Precedent, they declare that no limitation
and/or prohibition and/or prevention exist under the provisions of any agreement, whether verbally or in writing, and no prevention
exists under any agreement and/or any law on their part to their entering into this Agreement and performance of their undertakings
hereunder and that such parties’ entering into this Agreement and the execution hereof (subject to the fulfillment of all
the Conditions Precedent set forth in section 19 below) by them do not and shall not constitute a breach of any undertakings of
any of them, as applicable.


 


	5.	Representations,
                                         Declarations and Undertakings of the Company



 


Further
to the Company’s declarations set forth in section 4 above, the Company hereby declares and undertakes as follows:


 


		5.1	The
                                         entering into and performance of this Agreement by the Company do not and shall not constitute
                                         a breach of any undertakings of the Company.



 







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		5.2	The
                                         Company is a public company, as such term is defined in the Companies Law, and its shares
                                         are traded on the Stock Exchange. The Company was duly incorporated and registered under
                                         the laws of the State of Israel in 1977 and its number with the Companies Registrar is
                                         520036062. The Company is registered with the Companies Registrar as an active company.
                                         The Company has fully and punctually paid all fees and payments due to the Companies
                                         Registrar and never received a warning on the intention to declare it a “Law Breaching
                                         Company” under the provisions of the Companies Law and is not in any state of breach
                                         vis-à-vis the Companies Registrar.
	 	 	 



		5.3	The
                                         Company’s updated Articles of Association as of the signing date of this Agreement
                                         appears in the Company’s immediate report dated December 28, 2011 [Reference No.:
                                         2011-01-378288].
	 	 	 



		5.4	As
                                         of the signing date of this Agreement, the Company’s registered share capital consists
                                         of 22,500,000 Ordinary Shares of NIS 1 par value each; and its issued and paid-up share
                                         capital consists of 19,736,626 Ordinary Shares of NIS 1 par value each of the Company.
                                         At the Company’s General Meeting of shareholders the registered capital of the
                                         Company will be increased to 100,000,000 shares of NIS 1 par value each.
	 	 	 



		5.5	As
                                         of the signing date of this Agreement, the Interested Parties in the Company by virtue
                                         of their holdings in the Company’s shares, as reported by the Company based on
                                         the Interested Parties’ notices, are as follows:



 


	Name
    of Interested Party	Position
    in the Company	Amount
    of Shares	Holding
    of Voting Rights in the Company (not on a fully diluted basis)
	Kfir
Silberman1	CEO	8,505,534	Approximately
    43.09%


 





 






1
Kfir Silberman holds the Company’s shares through L.I.A. Pure capital Ltd. Co.


 


 


 




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		5.6	As
                                         of the date of signing this Agreement, Kfir Silberman is the Controlling Shareholder
                                         in the Company. Mr. Kfir Silberman shall undertake, following the approval of the Transaction
                                         at the General Meeting of MAGNA and prior to the convening of the General Meeting of
                                         the Company, to vote in favor of approval of the engagement hereunder at the Company’s
                                         General Meeting of shareholders.
	 	 	 



		5.7	As
                                         of the signing date of this Agreement: (a) the Ordinary Shares of the Company, included
                                         in its issued and paid-up share capital, are listed and traded on the main list of the
                                         Stock Exchange and shall remain listed on the main list by the Effective Date; (b) to
                                         the Company’s best knowledge, no limitation and/or prohibition and/or prevention
                                         exits under the provisions of any law, the Stock Exchange Rules and directives, as at
                                         the date of signing this Agreement, with respect to allocation of the Allocated Shares
                                         to MAGNA, except for the restrictions imposed pursuant to the Stock Exchange Rules concerning
                                         “minimum share price” and “public holdings percentage”; (c) the
                                         Company is not aware of any intention to delist the Ordinary Shares from trade and/or
                                         prevent the continued trading in the Company’s securities on the Stock Exchange.
                                         Notwithstanding the above, on January 19, 2015, the Stock Exchange announced (see
                                         the Company’s notice dated January 19, 2015, Reference No.: 2015-01-014833),
                                         that under the Stock Exchange data, immediately following the expiry of the term ending
                                         on December 31, 2015, the Company does not comply with the Maintenance Rules due the
                                         cause of public holdings value (which at said date were less than NIS 5 million) and
                                         the Company was given an extension until June 30, 2015 to cure such state. According
                                         to the Stock Exchange notice, a further examination of the Company’s compliance
                                         with the Maintenance Rules should be conducted by the Stock Exchange immediately following
                                         the end of the quarter ending on June 30, 2015. On the examination date by the Stock
                                         Exchange of the public holdings value at the end of Q2, 2015, the Company did comply
                                         with the Stock Exchange Rules concerning the Maintenance Rules and therefor its shares
                                         were not transferred to trading on the maintenance list.



 






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		5.8	As
                                         of the signing date of this Agreement, the Company neither allocated nor committed to
                                         allocate to any person and/or entity any Ordinary Shares and/or Option Warrants and/or
                                         securities of any kind whatsoever and/or rights to shares and/or other rights and has
                                         not received payment on account of the Shares and/or Option Warrants and/or such other
                                         securities and/or rights and shall not do so by the Effective Date, unless expressly
                                         provided in this Agreement (allocation of Option Warrants as set forth in section
                                         8 below).
	 	 	 



		5.9	At
                                         the time of the signing of this Agreement, the Company did not announce any dividends
                                         which were not distributed and did not resolve on any distribution of bonus shares which
                                         were not distributed.
	 	 	 



		5.10	The
                                         Company undertakes, subject to the provisions of any law, that starting from the date
                                         of signing this Agreement and until the Closing or the expiry of this Agreement, whichever
                                         occur first, the Company’s operations shall be conducted in the ordinary course
                                         of business, and shall refrain from any distribution of dividends to its shareholders
                                         and issuance of any Company securities, unless expressly stated herein.
	 	 	 



		5.11	As
                                         of the signing date of this Agreement, the Directors serving on the Company’s Board
                                         of Directors are Messrs. Ron Weisberg (Chairman), Eli Yoresh, Shoshana Zeig , Zeev Lowenberg
                                         (External Director) and Avishay Cohen (External Director). Mr. Ido Kna’an serves
                                         as internal auditor and Mr. Kfir Silberman as CEO. The senior officeholders in the Company
                                         are named in the Company report dated January 7, 2015 “Immediate Report on Senior
                                         Officeholders Staff” [Reference No.: 2015-01-006310] (hereinafter, jointly with
                                         the Incumbent Directors: the “Officeholders”). The Incumbent Directors
                                         and the Company’s Officeholders were duly appointed and their employment conditions
                                         were duly approved. The Company has no debts and/or liabilities owing to the Incumbent
                                         Directors and/or Officeholders beyond the allowances made in the Financial Statement
                                         and beyond that stated in Annex 5.11(a).



 


The
employment conditions of all the Officeholders and/or Directors in the Company are consistent with the Company’s duly adopted
remuneration policy, in accordance with the Companies Law and the regulations promulgated thereunder, attached hereto as Annex
5.11(b). Annex 5.11(c) hereto details the employment conditions of all the Company’s Officeholders
and Directors.


 






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		5.12	As
                                         of the signing date of this Agreement, the Company is holding the subsidiaries listed
                                         in Annex 5.12 (the “Subsidiaries”). The Company has
                                         no obligations, including any commitments to make investments and/or guarantees and/or
                                         any other liabilities in and/or towards the Subsidiaries and/or any other company and/or
                                         partnership and/or venture. It is agreed that the Company shall act to immediately dissolve
                                         the Subsidiaries and file the necessary documents for dissolution of the Subsidiaries
                                         within 21 days after the signing date of this Agreement, so as to make sure that the
                                         dissolution process commences prior to the Merger Date, and that consequently after payment
                                         of the expenses involved in the dissolution of the Subsidiaries (including payment of
                                         any sanctions due by a Law Breaching Company and/or any other fines to the Companies
                                         Registrar and/or any other entities) in the amount set forth in Annex 5.12 hereto,
                                         a cash amount in the sum of NIS 5,000,000 shall remain in the Company on the Closing
                                         Date, less the Company’s liabilities set forth herein.



 


The
Subsidiaries are free of any liabilities and/or guarantees towards Third Parties and are not in violation of any law and/or provision
and/or agreement and/or undertaking, other than their debts to the Companies Registrar and their status as Law Breaching Companies.
Other than the dissolution costs set forth in Annex 5.12, the Company shall not be required to make any other payments
and/or incur any other expenses in connection with the Subsidiaries.


 


The
Company is holding shares and/or securities of the companies listed in Annex 5.12(a). The Company has no obligations,
including any commitments to make investments and/or guarantees and/or any additional liabilities in and/or towards such companies.
Other than that stated in Annex 5.12(a), the Company does not hold any shares and/or securities whatsoever.


 


		5.13	All
                                         the material agreements which still bind the Company and/or which include provisions
                                         that are in effect as of this day, are set forth in Annex 5.13 hereto and
                                         are in effect as of the signing date of this Agreement, and the Company is not fundamentally
                                         breaching any agreements and/or undertakings it had assumed and has no genuine concern
                                         that any of such agreements may be breached by the Company in a manner likely to cause
                                         a revocation of the agreement by the other party thereto.



 


		5.14	As
                                         of the signing date of this Agreement, except the Ordinary Shares of the Company, the
                                         Company has no shares, options, debentures, preemptive rights or other rights to purchase
                                         shares that were issued by the Company (or an undertaking to issue such securities) and
                                         the Company did not give nor undertook to provide to any Third Party any such right and/or
                                         option to purchase shares of the Company or gave or undertook to give any rights thereto.



 






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		5.15	The
                                         Company’s public reports as such appear on the Magna system and the Maya site of
                                         the Stock Exchange, including the Financial Statements published or to be published in
                                         the future by the Company prior to the Closing Date, were and will be prepared, as applicable,
                                         in accordance with the relevant provisions of the law on the publication date. The Company
                                         published all the reports (including immediate reports) it is required to publish under
                                         the law on the due dates and fully and punctually as required under any law, and such
                                         reports do not include any misleading and/or inaccurate details.
	 	 	 



		5.16	The
                                         Financial Statements which the Company published or shall publish prior to the Closing
                                         Date, fully and appropriately reflect and shall reflect, as the case may be, under the
                                         provisions of any law and the general accounting principles, the Company’s financial
                                         condition, its activities and results, the changes in its share capital and cash flows.
                                         Furthermore, the Financial Statements accurately reflect all the Company’s equity,
                                         assets and liabilities as of the dates of such Financial Statements, and save for that
                                         stated in such Statements, as at the Financial Statements’ dates, such constitute
                                         all the assets and/or liabilities of the Company. The Financial Statements were and will
                                         be prepared in accordance with International Financial Reporting Standards (IFRS) and
                                         the provisions of the Securities Law and the Regulations promulgated thereunder.
	 	 	 



		5.17	All
                                         the immediate and other reports published by the Company did not include any misleading
                                         details and truly and accurately reflect the Company’s business affairs and its
                                         assets and liabilities. Such reports are true, complete and accurate and include all
                                         the information concerning the Company required under the law.



 






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		5.18	As
                                         of the signing date of this Agreement, the Company has no charges or undertakings to
                                         create charges on any of the Company’s assets and/or share capital.
	 	 	 



		5.19	As
                                         of the signing date of this Agreement, the Company did not make any guarantees for the
                                         debts and liabilities of any Third Parties whatsoever and/or undertook to guarantee the
                                         debts and liabilities of any Third Parties whatsoever.
	 	 	 



		5.20	As
                                         of the signing date of this Agreement, the Company and/or the Subsidiaries have no debts
                                         and/or liabilities, other than those listed in Annex 5.20 hereto.
	 	 	 



		5.21	On
                                         the Transaction Closing Date, the Company shall neither have any liabilities vis-à-vis
                                         Third Parties nor guarantees for the liabilities of Third Parties. The Company’s
                                         cash balance, less liabilities of the Company to Third Parties (including, without limitation,
                                         following a deduction of the liabilities set forth in Annexes 5.11(a), 5.12
                                         and 5.20) and/or guarantees provided and/or which the Company has undertaken
                                         to provide, shall not be lower than NIS 5,000,000 (the Transaction expenses will be deducted
                                         from this amount of NIS 5,000,000). In addition, and without derogating from the aforesaid,
                                         the Board of Directors of the Company may start acting to list the Company’s shares
                                         for trade in the U.S.A. The total expenses involved in such listing will be paid from
                                         the Company’s cash, subject to the fulfillment of the following two conditions
                                         in full: (a) After payment of the above expenses and any other expenses agreed upon in
                                         this Agreement, excluding the expenses set forth in Annex 14.1, the net
                                         cash amount which remain in the Company shall not be less than at least NIS 5,000,000;
                                         (b) The total expenses shall not exceed the amount of NIS 1,000,000.



 






    	 	15	 



     


    

 


		5.22	Except
                                         as set forth in Annex 5.22 hereto, as of the signing date of this Agreement,
                                         the Company has no financial or other obligations to the Interested Parties of the Company
                                         or any debts whatsoever, including debts associated with the termination of services
                                         of Company Officeholders. The Company has neither provided any guarantee in favor of
                                         any of its Interested Parties and/or their affiliates, nor undertaken to indemnify its
                                         Interested Parties and/or their affiliates or created, in favor of such Interested Parties
                                         and/or affiliates, charges or other securities (other than in connection with Officeholders’
                                         and Directors’ indemnification). For the purpose of this section, affiliates shall
                                         include, without limitation, any of the Controlling Shareholders of the Company’s
                                         Interested Parties.
	 	 	 



		5.23	As
                                         of August 16, 2015, the Controlling Shareholder loan, detailed in Notes 5 and 7 of the
                                         Company’s Annual Financial Statements amounts to NIS 3,166,276 and shall be repaid
                                         by the Closing Date, with immediate effect prior to the Merger and subject to the completion
                                         of the Merger which is the subject matter of this Agreement. The Company is not, and
                                         shall not be liable to tax (as such term is defined below) in connection with the Controlling
                                         Shareholder loan, from the date of creation of the loan to and including the repayment
                                         thereof. The Company was not demanded or shall be demanded in the future to pay any tax
                                         whatsoever for the Controlling Shareholder loan and/or repayment thereof. The Company
                                         referred in its Financial Statements to the Controlling Shareholder loan in accordance
                                         with the relevant tax laws.



 









    	 	16	 



     


    

 


		5.24	Except
                                         as stated in Annex 5.24 hereto, there are no civil claims or criminal indictments
                                         or legal proceedings of any kind, including arbitration proceedings, pending against
                                         the Company and/or its Officeholders, by virtue of their positions in the Company. Moreover,
                                         there are no criminal indictments or criminal proceedings of any kind, pending against
                                         the Company’s Officeholders. To the Company’s best knowledge, it is not aware
                                         of any intention to take legal proceedings against the Company and/or its Officeholders
                                         in connection with the discharge of their duties, and/or of the existence of any judgment,
                                         arbitration award or decision or judicial ruling against the Company and/or its Officeholders,
                                         in connection with the discharge of their duties, which were not fully complied with
                                         and/or in any criminal proceedings against the Company’s Officeholders.
	 	 	 



		5.25	For
                                         the purpose of sections 5.23 - 5.28, the term “tax” shall mean: all taxes,
                                         including, without limitation, income tax, corporate tax, capital gains tax, value added
                                         tax, levies, purchase tax, customs, municipal taxes, including arnona (rates and taxes),
                                         national insurance charges, fees and any other mandatory payments due to any authority
                                         under the law, and including tax withholdings at source under the provisions of any law,
                                         in Israel and outside of Israel.
	 	 	 



		5.26	As
                                         of the signing date of this Agreement, the Company is registered in the registers of
                                         the Income Tax and Value Added Tax authorities and lawfully reports thereto. Attached
                                         hereto as Annex 5.26 is the status of the Company’s reporting to
                                         such authorities and to any other tax authority. As of the signing date of this Agreement,
                                         all payments which the Company was required to pay to the above authorities arising due
                                         to causes preceding the signing date hereof, were duly paid by the Company and/or adequate
                                         reserves for the payment thereof were made in the Financial Statements.



 









    	 	17	 



     


    

 


		5.27	The
                                         Company has obtained final tax assessments from the relevant Tax Authorities for all
                                         the fiscal years up to 2012. The Company’s deductions file account and income tax
                                         file are attached hereto as Annex 5.27. The Company and/or Subsidiaries
                                         did not receive any demand or claim from the Tax Authorities and no negotiations are
                                         conducted with the Tax Authorities regarding the open tax assessments.
	 	 	 



		5.28	The
                                         Company and Subsidiaries have timely filed all reports, declarations, notices or any
                                         other documents required to be filed by them to the Tax and/or other Authorities. All
                                         the figures appearing in the Financial Statements as tax debts and/or tax reserves reflect
                                         the Company’s tax liability to the Tax Authorities as of the dates in which such
                                         were made and the adequate reserves in accordance with generally accepted accounting
                                         principles and the Company has no tax liability with respect to the relevant dates which
                                         was not reflected in the Financial Statements. All taxes due for payment by Company were
                                         fully and punctually paid or are reflected as tax reserves in the Financial Statements.
                                         The Company paid advances to the Tax Authorities under any law. The Company is not a
                                         party to any proceedings concerning any assessment, protest, appeal or leave to appeal
                                         in tax matters. No (open) investigation was or is carried out against the Company and/or
                                         its Officeholders by any Tax Authority and the Company is not aware of any intention
                                         of any tax or other authority to commence such investigation against the Company in connection
                                         with any tax liability of the Company. There is no demand, and to the Company’s
                                         knowledge no demand is expected, regarding the payment of any tax, other than current
                                         payments regularly and continuously paid by the Company. The tax returns and/or all other
                                         reports filed by the Company in connection with its tax liability are true, complete
                                         and accurate. None of the Company and/or its Subsidiaries shall be required to pay any
                                         taxes for the period ending on the Closing Date, save for payments expressly reserved
                                         in the Financial Statements and payments for the period following the Financial Statements’
                                         date.



 


 






    	 	18	 



     


    

 


		5.29	As
                                         of October 6, 2015, the Company’s cash balance is not less than NIS 4,310,021 (in
                                         words: Four million, three hundred and ten thousand and twenty one Israeli Shekels);
                                         Details of the Company’s credit and debit balances in the bank accounts maintained
                                         by the Company and details of the balances and holdings in the Company’s securities
                                         accounts, as of the signing date of this Agreement, are attached hereto as Annex
                                         5.29. The details of all the Company’s bank accounts, signatory rights
                                         and balances therein as of the signing date, are attached hereto as Annex 5.29.
	 	 	 



		5.30	It
                                         is hereby agreed that on the Transaction Closing Date the total amount of cash on hand
                                         remaining in the Company shall not be less than NIS 5,000,000 (namely, total (cash) assets,
                                         less the Company’s liabilities (including, without limitation, less the liabilities
                                         set forth in Annexes 5.11(a), 5.12 and 5.20). The following Transaction
                                         costs shall be deducted from the above amount: Payments to attorneys for preparation
                                         of the Placement Memorandum, convening of the General Meeting, preparation of the Merger
                                         Agreement and for the other legal acts required for the purpose of execution this Agreement,
                                         payment to accountants for preparation of the Company’s Financial Statements, payment
                                         for the appraiser for making the Valuation and payment to the tax consultant for obtaining
                                         the preliminary Ruling from the Tax Authorities, all as set forth in Annex 14.1.
                                         In addition, and without derogating from the aforesaid - the Board of Directors of the
                                         Company may start acting to list the Company’s shares for trade in the U.S.A. The
                                         expenses involved in such listing will be paid from the Company’s cash, subject
                                         to the fulfillment of the following two conditions in full: (a) After payment of the
                                         above expenses and any other expenses agreed upon in this Agreement, excluding the expenses
                                         set forth in Annex 14.1, the net cash amount which remain in the Company
                                         shall not be less than NIS 5,000,000; (b) The total expenses set forth above shall not
                                         exceed the amount of NIS 1,000,000. The Company is aware that in accordance with the
                                         Ruling, it is possible that certain limitations shall be imposed on the Company with
                                         respect to its holdings in the shares of 4Eyes to be transferred to it, and it undertakes
                                         to act in accordance with the Ruling and to refrain from breaching such limitations (if
                                         and to the extent such limitations are imposed).



 


 






    	 	19	 



     


    

 


		5.31	Deleted.
	 	 	 



		5.32	Deleted.
	 	 	 



		5.33	Except
                                         as set forth in Annex 5.33, as of the signing date of this Agreement, the
                                         Company has no employees, no employer - employee relationships between the Company and
                                         any of its Officeholders and the Company is not under any duty to report to the National
                                         Insurance Institute. Furthermore, the Company shall reach an agreement with all its employees,
                                         that subject to the Closing of the Transaction which is the subject matter hereof, the
                                         employment of such employees will be terminated and as of such date onwards, the Company
                                         shall have no duties and/or obligations vis-à-vis such employees. All the
                                         amounts due to the Company’s employees, as set forth in Annex 5.33
                                         under the law or any contract for their employment term and/or its termination, including
                                         with respect to salary, bonuses, Income Tax deductions, National Insurance, vacation,
                                         vacation redemption rights, convalescence, severance pay, managers’ insurance and
                                         provident and pension funds’ payments and other social benefits owing to the employees,
                                         were fully paid, or fully reserved in the Financial Statements until the relevant date.
                                         There is no legal, contractual and/or other prevention to terminate the employment of
                                         any of the Company’s employees by up to thirty (30) days prior notice.
	 	 	 



		5.34	On
                                         the Closing Date, all management and/or employment agreements and/or any other undertakings
                                         of the Company (if any) towards the Company’s Interested Parties and/or Officeholders
                                         and/or employees shall expire or be terminated, after making the final accounting with
                                         each of the Service Providers and/or Officeholders and after the latter duly provide
                                         their consent to the Company for the aforesaid.
	 	 	 



		5.35	As
                                         part of the due diligence conducted by 4Eyes and MAGNA to the Company and/or Subsidiaries
                                         and under the demands of 4Eyes and MAGNA, from time to time, the Company shall provide
                                         them all the information they may require in order to conduct the due diligence and examination
                                         of the Company’s business. For the avoidance of doubt, it is clarified that with
                                         reference to the Company’s assets and/or liabilities, full disclosure was provided,
                                         as required under the law in the Company’s annual/ periodic/ quarterly Financial
                                         Statements, which are published to the public. In addition, the Company shall do its
                                         utmost in order that 4Eyes and MAGNA receive answers to all the questions presented,
                                         based on the materials provided to them as part of the due diligence. The Company undertakes
                                         to immediately inform 4Eyes and MAGNA of any material changes in the representations,
                                         starting from signing date up until the Effective Date.



 






    	 	20	 



     


    

 


		5.36	Except
                                         as set forth in Annex 5.36 hereto, no intermediary, agent, broker, investment
                                         banker, investment consultant, financial adviser or any other person or entity, whether
                                         or not such entity is employed by the Company, is and/or shall become entitled to brokerage
                                         fees and/or commission and/or any other payment from the Company in connection with the
                                         Transaction which is the subject matter of this Agreement and/or consummation thereof.
                                         The tax liability for payment of the commission set forth in Annex 5.36 shall exclusively
                                         apply to the commission recipient. To the extent the commission recipient does not provide
                                         an exemption from withholding of tax at source no later than 7 days prior to the Closing
                                         Date, to MAGNA’s satisfaction, tax shall be withheld at source from the commission
                                         amount at the rates prescribed by law.
	 	 	 



		5.37	Canceled.
	 	 	 



		5.38	The
                                         Company is aware that the Offerees and 4Eyes are entering into this Agreement with the
                                         Company, inter alia, based on the Company’s representations set forth in
                                         this section 5 above and in reliance on the Company’s undertakings set forth in
                                         this Agreement. Such representations are correct in any material respect also on the
                                         Effective Date (except for representations that by their nature are given and true as
                                         at the signing date of this Agreement only).



 


	6.	Declarations
                                         and Undertakings of 4Eyes and MAGNA



 


Further
to their declarations as set forth in section 4, 4Eyes and MAGNA each declares, to the best of its knowledge and each solely with
reference to itself and 4Eyes, as the case may be, as follows:


 


		6.1	The
                                         entering into and performance of this Agreement by the Offerees and 4Eyes do not and
                                         shall not constitute, subject to the fulfillment of the Conditions Precedent, a breach
                                         of any of their undertakings.



 






    	 	21	 



     


    

 


		6.2	All
                                         the shares of 4Eyes (whose entire issued and paid-up share capital is intended to be
                                         transferred to the Company in this Transaction) shall be Free and Clear on the Closing
                                         Date.
	 	 	 



		6.3	4Eyes
                                         is a private company limited by shares, incorporated in Israel and registered on July
                                         16, 2015 with the purpose of absorbing the car activity assets for merging into the listed
                                         company, and its number with the Companies Registrar is 515287480. The Company is registered
                                         with the Companies Registrar as an active company and did not receive any notice regarding
                                         an intended delisting from the Companies Registrar. Copies of 4Eyes’ certificate
                                         of incorporation and incorporation documents updated and true as of the date of signing
                                         this Agreement, together with a certification of 4Eyes attorneys as to their being updated
                                         and true on the signing date hereof are attached to this Agreement as Annex 6.3.
	 	 	 



		6.4	As
                                         of the signing date hereof, 4Eyes’ registered share capital is NIS 10,000, consisting
                                         of 1,000,000 Ordinary Shares of 4Eyes of NIS 0.01 par value each; and the issued and
                                         paid-up share capital of 4Eyes consists of 100,000 Ordinary Shares of NIS 0.01 par value
                                         each which were allocated to MAGNA for the purpose of absorbing the Car Safety Field
                                         activities through devices installed in the Car, under Section 104A of the Ordinance.
	 	 	 



		6.5	MAGNA
                                         and the holders of 4Eyes’ Option Warrants, to whom shares and Option Warrants in
                                         4Eyes were allocated and their holdings in the issued and paid-up share capital of 4Eyes
                                         as of the signing date hereof are as set forth in Annex 6.5;



 


Except
as set forth in Annex 6.5 to this Agreement, MAGNA hereby declares that as of the signing date of this Agreement, it does not
hold, directly or indirectly, any securities of the Company, and that as of the signing date of this Agreement, there are no agreements
of any kind whatsoever, between anyone on behalf MAGNA, and the holders of shares in the Company and/or the holders of securities
in the Company, with respect to the purchase or sale of securities of the Company or the voting rights therein or in connection
with MAGNA’s future rights to the Company’s shares;


 






    	 	22	 



     


    

 


		6.6	As
                                         of the signing date of this Agreement, other than the Ordinary Shares, 4Eyes did not
                                         issue any shares, options, debentures, preemptive rights or other rights to purchases
                                         shares (or made any undertaking to issue such securities); 4Eyes did not undertake to
                                         allocate to any person and/or entity any Ordinary Shares and/or Option Warrants to purchase
                                         shares and/or securities of any kind whatsoever and/or rights to shares and/or other
                                         rights of 4Eyes and did not receive payment on account of the Shares and/or Option Warrants
                                         and/or such other securities and/or rights, and shall not do so by the Effective Date,
                                         unless expressly provided in this Agreement.
	 	 	 



		6.7	The
                                         Directors of 4Eyes are: Chaim Siboni, Tzur Dat and a representative of Aeronautics Ltd.
	 	 	 



		6.8	4Eyes’
                                         intellectual property and the rights to its intellectual property are detailed in the
                                         Placement Memorandum.
	 	 	 



		6.9	4Eyes
                                         did not announce any dividends which were not distributed and the Board of Directors
                                         of 4Eyes did not resolve on any distribution of bonus shares and/or dividends which were
                                         not distributed.
	 	 	 



		6.10	4Eyes’
                                         Pro-forma Reports were prepared in accordance with generally accepted accounting principles
                                         and give a fair and accurate report of 4Eyes’ financial condition, assets and liabilities
                                         as at the dates set forth therein and the results of its operations for the periods therein
                                         referred, as if the assets and operations of 4Eyes existed and took place in 4Eyes during
                                         the relevant periods. The Company’s Financial Statements will be appended by the
                                         date of convening the General Meeting, as Annex 6.10 to this Agreement.



 


 






    	 	23	 



     


    

 


		6.11	Upon
                                         conclusion of preparation of 4Eyes’ Financial Statements, MAGNA shall provide its
                                         representation with regard to the equity of 4Eyes as of June 30, 2015.
	 	 	 



		6.12	Since
                                         the signing date of 4Eyes’ Pro-forma Reports, no material adverse change occurred
                                         in anything relating to 4Eyes, and MAGNA and 4Eyes are not aware of any such event which
                                         may lead to any such adverse change.
	 	 	 



		6.13	4Eyes’
                                         reports were prepared in accordance with International Financial Reporting Standards
                                         (IFRS) and the provisions of the Securities Law and the Regulations promulgated thereunder.
	 	 	 



		6.14	To
                                         the report prepared for the convening of a meeting of the Company’s shareholders
                                         for the approval of the Transaction and all other necessary acts provided in this Agreement,
                                         if and to the extent the approval of the meeting is required for such acts, the Placement
                                         Memorandum of 4Eyes shall be attached, prepared in accordance with the provisions of
                                         the Securities Law and the Regulations promulgated thereunder, as well as 4Eyes’
                                         Financial Statements as of July 16, 2015 (and to the extent so required under the provisions
                                         of the Securities Law and the Regulations promulgated thereunder, 4Eyes’ reports
                                         will be updated and made to the dates prescribed under the provisions of the Securities
                                         Law and the Regulations promulgated thereunder).
	 	 	 



		6.15	As
                                         part of the due diligence conducted in 4Eyes by the Company and in accordance with the
                                         Company’s demands, as such may be prior to the date of publication of the invitation
                                         for convening the General Meeting, 4Eyes and/or the Offerees, as the case may be, have
                                         and/or shall transfer, as the case may be, to the Company all the relevant information,
                                         data and knowledge which the Company needs in order to conduct the due diligence and
                                         investigation of 4Eyes’ business and no relevant information was withheld and it
                                         has no knowledge of any missing information which might materially influence the judgement
                                         of a reasonable person making decision as to the entering into this Agreement. Furthermore,
                                         they have and are making their best efforts that the Company will receive answers to
                                         all the questions which the Company has or will present, either alone or through others,
                                         such as attorneys, accountants, appraisers, etc., based on the materials provided or
                                         to be provided to the Company as part of the due diligence. 4Eyes is aware that the Company
                                         is entering into this Agreement in reliance on the representations set forth in section
                                         6 above. For the avoidance of doubt it is clarified, that nothing in the aforesaid may
                                         exculpate and/or derogate from their liability for the representations provided by them
                                         in this Agreement. 4Eyes undertakes to immediately inform the Company of any material
                                         changes in the representations, starting from signing date up until the Effective Date.



 


 






    	 	24	 



     


    

 


		6.16	As
                                         of the signing date of this Agreement, no charges are registered on the assets of 4Eyes
                                         in the registers of the Companies Registrar and/or Register of Pledges and/or Lands Registrar
                                         and no charges or undertakings to create further charges are imposed on any assets of
                                         4Eyes.
	 	 	 



		6.17	As
                                         of the signing date of this Agreement, no guarantees or undertakings to provide guarantees
                                         to any Third Parties were given prior to the Closing of the Transaction.
	 	 	 



		6.18	As
                                         of the signing date of this Agreement, 4Eyes has not taken any loans and has no undertakings
                                         towards Third Parties, other than the undertakings arising from this Agreement, including
                                         attorneys’ and accountants’ fees and additional costs in the amount of up
                                         to NIS 150,000 plus VAT that will be paid by the Company and from its cash balance in
                                         addition to the expenses set forth in Annex 14.1, even if the Transaction
                                         is not closed for any reason whatsoever. In the event that the Transaction is closed,
                                         the amount set forth in Annex 17.2.15 (as well as the amounts set forth
                                         under Annex 14.1) will be deducted from the cash amount of NIS 5 million
                                         remaining with the Company on the Closing Date.
	 	 	 



		6.19	Save
                                         as detailed in the Placement Memorandum, on the Closing Date there shall be no current
                                         or future financial liabilities of any of the Offerees towards 4Eyes and/or of 4Eyes
                                         towards any of the Offerees.
	 	 	 



		6.20	4Eyes
                                         and the Offerees shall provide the following, within 30 days after the signing of this
                                         Agreement: 1) The final duly prepared Placement Memorandum, as defined in section 2 above,
                                         and 2) 4Eyes’ Pro-forma Reports (to the extent such are required), including as
                                         of June 30, 2015, prepared in accordance with International Financial Reporting Standards
                                         (IFRS) and in accordance with the provisions of the Securities Law and the Regulations
                                         promulgated thereunder, signed by the competent organs (hereinafter: “4Eyes
                                         Pro-forma Reports”) as at the dates required for preparation of the Placement
                                         Memorandum in accordance with the Private Offering Regulations (and any amended reports
                                         thereto as may be required).
	 	 	 



		6.21	The
                                         Placement Memorandum (excluding the Valuation to be attached thereto) to be filed for
                                         approval of the Company’s organs and published by means of an immediate report
                                         (including the Reports of 4Eyes and the Placement Memorandum Annexes (if any) will be
                                         appended as Annex 6.21 to this Agreement and shall form an integral part
                                         of the declarations and representation of both 4Eyes and the Offerees under this Agreement.
                                         The parties’ execution of this Agreement constitutes their consent for publication
                                         of the Placement Memorandum as described above.



 






    	 	25	 



     


    

 


		6.22	No
                                         material details shall be omitted from, and no Misleading Details shall be included in
                                         the Placement Memorandum and it shall be prepared in accordance with the provisions of
                                         the Securities Law and the Regulations promulgated thereunder.



 


MAGNA
will declare, upon the signing of the Placement Memorandum, that such Memorandum contains all the relevant information necessary
about 4Eyes’ operation under the provisions of the Securities Law and the Regulations promulgated thereunder and that it
includes no Misleading Details as such term is defined in the Securities Law and the Regulations promulgated thereunder.


 


		6.23	Following
                                         the submitting of the Placement Memorandum for approval by the Company’s organs,
                                         4Eyes shall do nothing which is not in the ordinary course of business or likely to have
                                         material adverse effect on the state of its business, equity, profitability, assets and/or
                                         liabilities. 4Eyes shall keep the Company informed of any such changes.
	 	 	 



		6.24	The
                                         Offerees are aware, that by virtue of the provisions of Section 15C of the Securities
                                         Law and as provided in section 15 below, transactions in the Allocated Shares allocated
                                         thereto by the Company, as part of the Transaction which is the subject matter of this
                                         Agreement, may be subject to limitations and/or restrictions and they undertake to comply
                                         with any limitations imposed upon them by said Section and to refrain from making any
                                         transactions with such shares which may be considered as a public offering of these shares,
                                         contrary to the provisions of the law.



 


 






    	 	26	 



     


    

 


		6.25	The
                                         Offerees are aware that in addition to and separately from the Lock-up Provisions under
                                         the provisions of the Securities Law, the Allocated Shares may be locked in accordance
                                         with the provisions of the Ruling and they agree that such Lock-up shall apply to the
                                         entire period determined in the Ruling, subject to their approval and consent to the
                                         final version of the Ruling.



 


In
addition, MAGNA shall undertake not to sell any of the shares that will be allocated to it under this Agreement for a period of
24 months following the Transaction Closing Date (hereinafter: the “Contractual Lock-up Period”). For securing
MAGNA’s contractual obligation to refrain from selling its shares, such shares will be deposited during the Contractual
Lock-up Period with a Trustee, so that only at the expiry of 24 months following the Transaction Closing Date, such shares shall
be transferred from the Trustee to MAGNA and MAGNA would be able to sell its shares in the Company subject to the provisions of
any law.


 


It
is, however, clarified that subject to any law and the Ruling, MAGNA may sell up to 5% of its holdings in the shares of the Company
(hereinafter: the “Released Shares”) and such Released Shares will be transferred to MAGNA at its request.


 


		6.26	Subject
                                         to the fulfillment of all the Conditions Precedent as set forth in this Agreement, MAGNA
                                         and 4Eyes (in respect of the undertakings each of them assumes hereunder): (a) has full
                                         corporate authority to enter into this Agreement; and (b) is not subject to any limitation
                                         and/or prohibition and/or prevention on its entering into this Agreement and performing
                                         its undertakings hereunder; and (c) no Third Party approvals or consents are required
                                         in connection with the signing of this Agreement or performance of its provisions; and
                                         (d) the entering into or performance of this Agreement shall not constitute a breach
                                         of any existing and/or contingent undertakings of 4Eyes and/or MAGNA towards any Third
                                         Parties whatsoever, including among themselves, under any existing shareholders’
                                         agreements, if any, or the Articles of Association of 4Eyes.
	 	 	 



		6.27	4Eyes
                                         and MAGNA are aware that the Company is entering into this Agreement with them, inter
                                         alia, based on the representations set forth in this section 6 above and in reliance
                                         on their respective undertakings set forth in this Agreement. Such representations would
                                         be correct in any material respect also as of the Effective Date (except for representations
                                         that by their nature are given and are true as of the signing date of this Agreement
                                         only).



 









    	 	27	 



     


    

 


	7.	The
                                         Transaction



 


On
the Closing Date, subject to the fulfillment of the Conditions Precedent set forth in section 19 below, the following acts shall
be performed:


 


	 	7.1	Purchase of 4Eyes Shares




 


In
exchange for the allocation as set forth in section 7.2 below, the Company shall purchase the Purchased Shares, being Free and
Clear.


 


	 	7.2	Allocation of the Allocated Shares




 


On
the Transaction Closing Date, and in exchange for the transfer of the Purchased Shares to the Company, the Company will allocate
the Allocated Shares to MAGNA (and also allocate the Option Warrant as set forth in section 8 below), as follows:


 


Allocation
of the Allocated Shares: The Company will allocate the Allocated Shares to MAGNA, being Free and Clear. Allocation of the
Allocated Shares shall be made in accordance with the Cap-Table, as set forth in Annex 7.3 attached to this Agreement.


 


		7.2.1	Deposit
                                         of Allocated Shares with the Trustee to secure the provisions of the tax Ruling:
                                         On the Closing Date, the Company will allocate the Allocated Shares and immediately upon
                                         such allocation they will be transferred to a Trustee to be chosen by MAGNA, with whom
                                         an escrow agreement will be entered in the form to be appended prior to the Transaction
                                         Closing Date (such Trustee will be responsible for opening the Escrow Account), this,
                                         for the purpose of compliance with the Lock-up Provisions by virtue of the Ruling and/or
                                         the Ordinance and in order to ensure compliance with any other acts required under the
                                         Ruling. Together with and subject to the allocation of the Allocated Shares to MAGNA,
                                         MAGNA will sign an appropriate indenture concerning compliance with the provisions of
                                         the Ruling and the deposit of the Allocated Shares with the Trustee. It is also clarified,
                                         that subject to that stated in the Ruling, the voting rights by virtue of the shares
                                         so allocated to MAGNA shall be maintained by MAGNA and it shall vote such shares by means
                                         of instructions to be given to the Trustee holding the shares in trust, in accordance
                                         with the provisions of the escrow agreement or any special and separate instruction directly
                                         given to the Trustee (by each of the shares/options holders) at his/its discretion, subject
                                         to the provisions of any applicable law.



 






    	 	28	 



     


    

 


Moreover,
on the Closing Date, the shareholders of the Company listed in Annex 7.2.1 as such will be attached to this Agreement
no later than 3 business days prior to the Closing Date, will deposit with the Trustee any shares remaining in their hands immediately
prior to the General Meeting and these shareholders will sign an appropriate indenture regarding compliance with the provisions
of the Ruling. In this context, it is noted that the Company and the Controlling Shareholder shall see to it, that to the extent
that prior to the Transaction Closing Date any shareholders of the Company are considered as shareholders subject to the Lock-up
restrictions by virtue of the Ordinance (as such term is defined below), then such securities held by the said shareholders shall
be also deposited with the Trustee and they too will sign the appropriate indenture as aforesaid.


 


In
that regard, shareholders who are subject to the Lock-up restrictions by virtue of the Ordinance mean:


 


Controlling
Shareholders, as such term is defined in the Ordinance (excluding a provident fund and mutual fund), namely a person who holds
or is entitled to acquire, directly or indirectly, alone or together with his/her relative, one of these: (1) at least 5% of the
Company’s issued share capital; (2) at least 5% of the voting power in the Company; (3) the right to receive at least 5%
of the Company’s profits or of its assets upon winding up; (4) the right to appoint a director. As to the manner of calculation
of such rights, for example, holding of 5% of the Company’s issued and paid-up share capital prior to the Transaction Closing
Date, means, shareholders that will hold, following the Transaction Closing Date, for example, shares equivalent to 5% of the
Company’s issued and paid-up share capital, prior to the Transaction Closing Date.


 


Notwithstanding
the foregoing, provided that under the Ruling, MAGNA is entitled to immediately sell 10% of the share capital allocated to it
in the Company on the Closing Date, MAGNA agrees to transfer to the shareholders of the Company (including shareholders who purchase
shares in the framework of capital raising and/or such shareholders considered subject to the Lock-up restrictions by virtue of
the Ordinance) whose shares are locked as aforesaid, the right, pro-rata among them, to sell locked shares, in the amount of 5%
of the share capital allocated to MAGNA in the Company (hereinafter: the “Transferred Rights”). It is clarified
that 50% of the Transferred Rights (as defined above) to sell shares will be transferred to the holders of Option Warrants and
50% of the Transferred Rights (as defined above) will be transferred to the shareholders of the Company.


 


 






    	 	29	 



     


    

 


		7.3	The
                                         shares allocated to MAGNA (other than the Released Shares) will be allocated in the name
                                         of the Nominee Company to the credit of a bank account to be opened by the Trustee, to
                                         the benefit of the Offeree MAGNA (hereinafter: the “Escrow Account”)
                                         and held in trust by the Trustee, in the Escrow Account, to the benefit of the Offeree
                                         according to an agreement to be entered between them by the Closing Date, for securing
                                         the Contractual Lock-up hereunder, as such term is defined in section 7.5 below.
	 	 	 



		7.4	It
                                         is agreed that the cost value, for tax purposes, to be provided by the Company to the
                                         Nominee Company, will be the value provided to the Company by MAGNA, at least three days
                                         prior to Closing Date and in accordance with the conditions of the Ruling obtained by
                                         MAGNA. Notwithstanding the above, to the extent that MAGNA delivers a certificate from
                                         the Tax Authorities concerning the cost value for tax purposes, as provided by the Company
                                         to the Nominee Company, then the Company shall issue a notice on the cost value in accordance
                                         with such certificate.



 


	 	7.5	The Allocated Shares will be allocated to the Offerees
in accordance with the Ruling, being Free and Clear (except that such shares are subject to the Lock-up Provisions as defined
above and to the Contractual Lock-up conditions as set forth in section 6.25 above (hereinafter and herein below: the “Contractual
Luck-up”)) and except with respect to their undertaking (namely, any of them bound by such restriction under the law
and/or the Ruling) not to breach the provisions of the Ruling and in consideration thereof the Offerees shall transfer to the
Company 100% of 4Eyes’ issued and paid-up share capital, being Free and Clear.




 


 










    	 	30	 



     


    

 


	8.	Allocation
                                         of Option Warrants to Service Providers of 4Eyes



 


		8.1	Immediately
                                         prior to the Closing, 4Eyes shall allocate Option Warrants to Victor Tshuva & Co.
                                         for the services provided to 4Eyes as set forth in Annex 8.1, with immediate
                                         effect prior to the Merger Date (Pursuant to Section 3(i) of the Income Tax Ordinance).
                                         The Option Warrants in 4Eyes and/or the shares resulting from the exercise thereof shall
                                         be non-negotiable and non-transferable and/or non-saleable and may be exclusively used
                                         for exercising the Company’s Options. As part of the Merger and on the Transaction
                                         Closing Date, the Company will allocate to Victor Tshuva & Co. Option Warrants conferring
                                         non-negotiable and non-transferable and/or non-saleable rights into Company shares, the
                                         receipt of which by Victor Tshuva & Co. and the exercise thereof shall only be done
                                         by way of stock exchange of 4Eyes shares for Company shares. Upon exercising 4Eyes’
                                         Option Warrants into 4Eyes’ shares, the shares of 4Eyes shall be automatically
                                         exchanged into Company shares, as part of the exercise of the rights into Company shares
                                         that shall be allocated to Victor Tshuva & Co. (pursuant to Section 3(i) of the Income
                                         Tax Ordinance), which were substituted for the Option Warrants allocated to them in 4Eyes
                                         (hereinafter: the “Option Warrants’ Holders”). The terms and
                                         conditions underlying the Option Warrants and any adjustments therein and including the
                                         amount of such Option Warrants are set forth in Annex 8.1 attached to this
                                         Agreement.



 


It
is agreed that the process by which the Option Warrants are exercised will be as follows: the Option Warrants’ Holders in
4Eyes shall exercise their Option Warrants, at their discretion, into shares of 4Eyes and in consideration for the shares of 4Eyes,
the 4Eyes Option Warrants’ Holders will automatically receive shares of the Company as part of the exercise of the options
in the Company. The Company shares resulting from the exercise of the rights into shares as aforesaid shall be listed for trade
on the Stock Exchange and shall be transferable subject to any law and the Ruling.


 


	9.	Replacement
                                         of Directors



 


On
the Effective Date, and subject to the approval of the General Meeting of Company’s Shareholders, up to 4 additional members
will be appointed to the Company’s Board of Directors, the identity of whom will be determined by MAGNA by written notice
to be delivered immediately prior to the date of publication of the report prepared for the convening of the General Meeting of
the Company’s shareholders. The necessary written consents and declarations of the new Directors will be attached to said
notice as required under the provisions of any law. Mr. Chaim Siboni will be appointed as CEO of the Company.


 


Simultaneously,
and in the framework of convening such General Meeting, the Company will announce the termination of service of the following
Directors: Mrs. Shoshana Zeig and Ron Weisberg; and subject to the approval of the Meeting for: (a) termination of service of
the above Directors, and (b) appointment of the new Directors, the Company will be provided with a letter of irrevocable waiver
of any claims, suits or demands against the parties hereto, in the form attached to this Agreement as Annex 9. It
is clarified that subject to their appointment by the Meeting, the compensation of the Directors so appointed will be in the minimum
amount prescribed under the Companies (Rules Regarding Compensation and Expenses for External Directors) Regulations, 5760-2000;


 


 






    	 	31	 



     


    

 


	10.	Appointment
                                         of CEO and his Employment Conditions; Transferred Employees



 


		10.1	On
                                         the Effective Date, the Company’s current CEO, Mr. Kfir Silberman, will provide
                                         a notice of his resignation from the position of CEO and such notice shall take immediate
                                         effect, and deliver a letter of irrevocable waiver of any claims, suits or demands against
                                         the parties hereto, in the form attached to this Agreement as Annex 10.1.
	 	 	 



		10.2	Simultaneously
                                         with the notice of the current CEO of his resignation from his position, Mr. Chaim Siboni
                                         will be appointed as CEO of the Company. The employment and service conditions of Mr.
                                         Chaim Siboni as CEO of the Company will be in accordance with the employment agreement
                                         entered with him and as agreed upon by the parties prior to the date of convening the
                                         General Meeting of the Company’s shareholders and will be attached hereto as Annex
                                         10.2, all subject to approval of his employment and service conditions by the
                                         competent corporate organs, including the approval of the General Meeting of Company
                                         shareholders, as provided in section 17 below.
	 	 	 



	 	10.3	The Company shall enter into a consultation agreement
with Mr. Kfir Silberman in the form agreed upon by the parties prior to the date of convening the General Meeting of the Company
and attached as Annex 10.3 hereto.
	 	 	 
	 	10.4	The Company shall enter into an agreement pursuant to
which Mr. Eli Yoresh will continue to provide services to the Company in the position of CFO or equivalent, in the form agreed
upon by the parties prior to the date of convening the General Meeting of the Company and attached as Annex 10.4
to this Agreement.




 


 






    	 	32	 



     


    

 


	11.	Exculpation
                                         and Indemnification Letters



 


On
the Effective Date, and subject to the approval of the Company’s General Meeting of shareholders, the Directors and Officeholders
to be appointed on the Effective Date will be given exculpation and indemnification letters in the forms attached hereto as Annex
11 (or in a form otherwise agreed upon among the Company, the Controlling Shareholder and MAGNA), including on the issues
deriving from the Placement Memorandum, Valuation of 4Eyes and the private allocation and in addition, on the Effective Date such
new exculpation and indemnification letters will be given to all Directors and Officeholders of the Company, including any of
them who are considered to be Controlling Shareholders. As part of the invitation published by the Company on the convening of
the General Meeting for approval of the Transaction which is the subject matter of this Agreement, and subject to the Meeting’s
approval, it will be approved that the existing and future Directors and Officeholders of the Company from time to time, including
Directors and Officeholders of the Company who are considered to be Controlling Shareholders, will be entitled to such exculpation
and indemnification letters in the above form, all subject to the provisions of any law.


 


	12.	Directors’
                                         and Officeholders’ Liability Insurance



 


On
the Effective Date and subject to the approval of the General Meeting of shareholders:


 


		12.1	The
                                         existing Directors’ and Officeholders’ liability insurance policy will be
                                         extended to include the Company’s new Directors and Officeholders as well as additional
                                         Directors and Officeholders to the extent any such additional Directors and Officeholders
                                         are added to the Company and 4Eyes from time to time. In case the existing insurance
                                         status is not altered, the said policy terms and conditions will be as detailed in Annex
                                         12.1.
	 	 	 



		12.2	The
                                         Company will maintain a Run-Off Directors’ and Officeholders’ liability insurance
                                         policy for events occurring prior to the Effective Date, this from the Effective Date
                                         and onwards for a period of seven (7) years and under such conditions and scope of not
                                         less than the conditions of the Company’s existing policy as of the signing date
                                         of this Agreement. Such insurance policy shall cover the Directors and Officeholders
                                         who served in the Company prior to the Effective Date.



 


	13.	Increase
                                         of the Company’s Registered Share Capital and Amendment of the Articles of Association



 


		13.1	On
                                         the Effective Date and subject to the approval of the General Meeting of shareholders
                                         of the Company and as one of the Conditions Precedent for Closing the Transaction, the
                                         Company’s registered share capital will be increased to 100,000,000 Ordinary Shares
                                         of NIS 1 par value each.
	 	 	 



		13.2	In
                                         addition, in the framework of convening the General Meeting, the matters on the agenda
                                         of which are set forth in section 17.2 below, one of the matters will be the replacement
                                         of the Company’s Articles of Association in accordance with the version attached
                                         to this Agreement as Annex 17.2.6, unless MAGNA resolves to waive such
                                         replacement of the Articles of Association.





 






    	 	33	 



     


    

 


	14.	Repayment
                                         of Owners’ Debt Balances to the Company



 


		14.1	After
                                         the signing of this Agreement, the Company shall act to take any necessary actions for
                                         securing repayment to the Company of any debts owing by the owners, so that following
                                         the Transaction Closing, the net equity of the Company, in cash, less the Company’s
                                         liabilities (including, without limitation, deduction of the liabilities set forth in
                                         Annexes 5.11(a), 5.12 and 5.20), will amount to no less than NIS five (5)
                                         million in cash. The following Transaction expenses will be deducted from the above amount:
                                         Payment of attorneys’ fees for preparation of the Placement Memorandum, convening
                                         of the General Meeting, preparation of the Merger Agreement and other legal acts required
                                         for the purpose of execution of this Agreement, payment to accountants for preparation
                                         of the Company’s Financial Statements, payment for the appraiser for making the
                                         Valuation and payment to the tax consultant for obtaining the preliminary Ruling from
                                         the Tax Authorities, all as set forth in Annex 14.1.
	 	 	 



		14.2	Repayment
                                         of the shareholders’ loan balance shall be completed immediately prior to the Transaction
                                         Closing and constitute a condition for such Closing.



 


	15.	Prevention or Restriction of Transactions in the
Allocated Shares




 


The
general lock-up provisions provided under any law including the Lock-Up Provisions provided in Section 15C of the Securities Law,
5728- 1968 shall apply to the securities offered under this Agreement.


 




 






    	 	34	 



     


    

 


	16.	Interim
                                         Period



 


		16.1	The
                                         following provisions shall apply in the period commencing on the signing date of this
                                         Agreement and up until the Closing Date or expiry of this Agreement, whichever occurs
                                         first (hereinafter: the “Interim Period”), unless the other parties’
                                         prior written consent to act otherwise is obtained and except for the execution of any
                                         acts expressly permitted hereunder:
	 	 	 



		16.1.1	4Eyes
                                         will be managed in the ordinary course of its business and no acts or undertakings will
                                         be taken which may adversely affect the Company’s financial condition;
	 	 	 



		16.1.2	The
                                         Company shall not effect any transactions that may result in changes in the declarations
                                         and representation set forth above, to the extent such transactions are under its control,
                                         and no acts or undertakings shall be taken which may adversely affect the Company’s
                                         financial condition;
	 	 	 



		16.1.3	Neither
                                         the Company nor 4Eyes shall modify its capitalization and/or Articles of Association,
                                         other than as set forth herein;
	 	 	 



		16.1.4	Neither
                                         the Company nor 4Eyes shall effect transactions in which any of the Officeholders and/or
                                         Interested Parties therein are personally interested, including modifications of employment
                                         conditions and save as provided in this Agreement;
	 	 	 



		16.1.5	Neither
                                         the Company nor 4Eyes shall allocate new shares or distribute options or rights to shares
                                         and shall not change the exercise prices and/or exercise amounts of the existing convertible
                                         securities in the Company, save as set forth in this Agreement;
	 	 	 



		16.1.6	Neither
                                         the Company nor 4Eyes shall make and/or undertake to make any investment, including investments
                                         in the Company/ 4Eyes, as the case may be, and/or in any partnership and/or venture and/or
                                         share capital and/or other rights and shall not purchase assets and/or bind itself in
                                         any undertakings whatsoever;
	 	 	 



		16.1.7	Neither
                                         the Company nor 4Eyes shall alter the rights attached to their respective shares;
	 	 	 



		16.1.8	Neither
                                         the Company nor 4Eyes shall conduct a “distribution” (as such term is defined
                                         in the Companies Law);





 









    	 	35	 



     


    

 


		16.2	During
                                         the Interim Period, each party will inform the other party in writing of:



 


		16.2.1	Any
                                         notice of a party alleging that such party’s consent is required for the Closing
                                         of the Transaction and was not included in the representations set forth in this Agreement;
	 	 	 



		16.2.2	Any
                                         claim, demand or contention against any of the parties, which came to its knowledge or
                                         instituted against such party during the Interim Period and was not included in the representations
                                         set forth in this Agreement;
	 	 	 



		16.2.3	Any
                                         material change in the correctness of the representations provided by them, in this Agreement,
                                         the ancillary agreements or annexes thereto and any material change, material event or
                                         change or occurrence which may adversely affect their activities or business;
	 	 	 



		16.2.4	Any
                                         material adverse change in any of the representations provided by any of the parties
                                         hereunder and/or the business and/or financial condition of the Company and/or 4Eyes,
                                         which may influence the Company and/or 4Eyes and/or their equity and/or assets and/or
                                         liabilities;



 


		16.3	The
                                         parties shall cooperate and provide any information required by the Company for the purpose
                                         of reporting to the Securities Authority and/or the Stock Exchange and the Company’s
                                         shareholders in connection with this Agreement. Moreover, during the Interim Period,
                                         the parties shall act jointly and assist one another as far as possible, all in order
                                         to advance the fulfillment of all the Conditions Precedent.



 


 






    	 	36	 



     


    

 


		17.	Acts
                                         to be Performed prior to the Effective Date



 


From
the date of signing this Agreement until the Effective Date:


 


		17.1	The
                                         Company will prepare and publish invitation documents for the convening of the General
                                         Meeting of the Company and the required reports concerning the Transaction and the various
                                         engagements detailed in this Agreement, including publication of a Transaction Report,
                                         in accordance with the Securities Law, the Securities (Transaction between a Company
                                         and the Controlling Shareholder therein) Regulations, 5761-2001, which shall also constitute
                                         an Exceptional Private Offering, in accordance with the Securities (Private Offering
                                         of Securities in a Listed Company) Regulations, 5760-2000, and any other necessary Regulations
                                         (the “Transaction Report”). The Transaction Report will also include
                                         the Company’s Pro-forma Report, in accordance with the provisions of Regulation
                                         9A of the Reporting Regulations to the extent such are required under the said Regulations.
                                         4Eyes shall assist the Company to prepare a due operations memorandum of 4Eyes under
                                         the provisions of the Securities (Details of a Prospectus and Draft Prospectus - its
                                         Form and Structure), 5729-1968 (the “Memorandum” or “Placement
                                         Memorandum”). 4Eyes will also fully cooperate as appropriate under the circumstances
                                         in connection with the preparation of all the necessary documents required for performance
                                         of the Agreement and execution of the Transaction.
	 	 	 



		17.2	Subject
                                         to receipt of all documents required for convening the General Meeting, as provided in
                                         the Securities Law and/or the relevant Regulations promulgated thereunder, including,
                                         without limitation, the Private Offering Regulations, the Reporting Regulations and Interested
                                         Party Regulations (namely, a final Memorandum ready for reporting, audited and reviewed
                                         Financial Statements prepared under the requirements of the Law and a final Valuation)
                                         prior to and by no later than November 10, 2015, the Company will convene
                                         the General Meeting, prior to and by no later than December 15, 2015. In
                                         the General Meeting all the Transactions set forth in this Agreement will be duly presented
                                         for the approval of the Company’s shareholders, in accordance with the Transaction
                                         Report (“Approval of the General Meeting”), including:



 


		17.2.1	Approval
                                         of the Transfer of Assets Agreement between MAGNA and 4Eyes.
	 	 	 



	 	17.2.2	Approval of the purchase of 4Eyes’ shares.
	 	 	 




		17.2.3	Approval
                                         of the Services Agreement between MAGNA and 4Eyes that will be attached hereto as Annex
                                         17.2.3.
	 	 	 



		17.2.4	Approval
                                         for execution of allocation of the Allocated Shares to the Offerees and of the Option
                                         Warrants to the Service Providers of 4Eyes.



 






    	 	37	 



     


    

 


		17.2.5	Increase
                                         of the Company’s Registered Share Capital and amendment of the Articles of Association
                                         accordingly, as shall be required for the Transaction Closing and in accordance with
                                         the provisions of section 13.2 above.
	 	 	 



		17.2.6	Replacement
                                         of the Company’s Articles of Association with such Articles of Association to be
                                         appended, to MAGNA’s satisfaction, by the convening date of the Company’s
                                         General Meeting as Annex 17.2.6 hereto.
	 	 	 



		17.2.7	Approval
                                         of appointment of the Offerees’ Directors and 4Eyes on the Closing Date to the
                                         Company’s Board of Directors, instead of the Directors Mrs. Shoshana Zeig and Mr.
                                         Ron Weisberg.
	 	 	 



		17.2.8	Approval
                                         of the appointment of Mr. Chaim Siboni as CEO of the Company (the current CEO will leave
                                         his position) and approval of the terms and conditions of the CEO’s service and
                                         employment in accordance with the agreement entered with him and as required under the
                                         law.
	 	 	 



		17.2.9	Approval
                                         to provide exculpation and indemnification letters to the Directors and Officeholders
                                         on behalf of the Offerees in the form attached hereto as Annex 17.2.9, by
                                         the date of convening the General Meeting of the Company, including on the issues deriving
                                         from the Placement Memorandum, the Valuation of 4Eyes and the allocation to the Offerees.
	 	 	 



		17.2.10	Inclusion
                                         of the Offerees’ Directors in the Company’s Directors’ and Officeholders’
                                         liability insurance policy, attached to this Agreement as Annex 17.2.10;
                                         or approval of the Company’s entering into a Directors’ and Officeholders’
                                         liability insurance policy, that will include the Directors and Officeholders appointed
                                         on behalf of the shareholders of 4Eyes and certification from the relevant insurer for
                                         procuring such insurance policy, provided the Closing takes place.
	 	 	 



		17.2.11	Approval
                                         of the Company’s entering into a Run-Off Directors’ and Officeholders’
                                         liability insurance policy and certification from the relevant insurer for procuring
                                         such insurance policy, provided the Closing takes place.



 


 






    	 	38	 



     


    

 


		17.2.12	Approval
                                         of the Company’s entering into the Services Agreement with Mr. Kfir Silberman.
	 	 	 



		17.2.13	Approval
                                         of the Company’s entering into the Services Agreement with Mr. Eli Yoresh in the
                                         position of CFO or equivalent.
	 	 	 



		17.2.14	Change
                                         of the Company’s Name to פור אייז אוטונומוס
                                         אחזקות בע”מ (in Hebrew),
                                         and in English: Four-Eyes Autonomous Holdings Ltd., or any similar name to be
                                         chosen by the Offerees, provided such name is approved by the Companies Registrar and
                                         the Company’s Articles of Association is accordingly amended.
	 	 	 



		17.2.15	Approval
                                         for payment of all the Transaction expenses of 4Eyes, including attorneys’ and
                                         accountants fees and any Transaction expenses as set forth in Annex 17.2.15,
                                         that will be provided to the Company prior to the convening of the General Meeting of
                                         the Company and the Company’s expenses as set forth in Annex 14.1.



 


All
the aforesaid, as a transaction between the Company and the Controlling Shareholder therein having a personal interest in such
transaction and as an Exceptional Private Offering.


 


It
is clarified that as part of the approval by the General Meeting, the Company’s management shall provide its approval and
consent to take all necessary acts, in order to consummate and execute the resolutions presented for its approval as aforesaid,
based on the principles set forth in the Transaction Report, including authorizing the Company’s management, with approval
of the audit committee, to extend the Deadline by which the Conditions Precedent need to be fulfilled or waive any of the Conditions
Precedent, provided that at the audit committee’s discretion, such changes or consents are not likely to adversely affect
the Transaction conditions pertaining to the Company and that waiver of any of such conditions is not required under the law.


 


		17.3	The
                                         Company will approach the Stock Exchange for receiving its confirmation for listing the
                                         Allocated Shares and the shares resulting from the exercise of the Option Warrants for
                                         trade as set forth in sections 7.2 and 8, respectively.
	 	 	 
		17.4	The
                                         Company will act to publish any additional reporting with reference to the Transaction
                                         as required under the law.
	 	 	 
		17.5	The
                                         Company will file the Ruling application, as such term is defined above, within 15 days
                                         of the signing date of this Agreement.



 


		17.5.1	The
                                         Company will inform 4Eyes in writing on the completion of the due diligence of 4Eyes
                                         in the legal, property, accounting, tax, financial, valuation, etc. aspects by the Company,
                                         to its satisfaction, prior to the date of convening the General Meeting and no later
                                         than November 10, 2015. To the extent MAGNA does not receive such notice by November
                                         10, 2015, MAGNA shall become entitled to revoke this Agreement.





 


 






    	 	39	 



     


    

 


	18.	Closing of the Transaction




 


Subject
to the fulfillment of the Conditions Precedent as set forth in section 19 below, the Closing of the Transaction shall take place
on the Effective Date at 12:00 in the Law Offices of Victor Tshuva & Co. Advocates, 3 Ha’yezira St. (Shaap Building,
7th floor), Ramat Gan, or at any other time or place to be agreed upon by the parties in writing. The actions set forth
in this section below shall be deemed and considered to have occurred at one and the same time, and shall have no effect unless
all are wholly and fully done simultaneously and concurrently and no single action shall be deemed to have been completed and
no single document shall be deemed to have been delivered, until all such actions have been completed and all required documents
delivered. It is agreed that modifications may apply to the Closing procedure, which the parties shall discuss and agree in good
faith and reasonably, all for ensuring, to the extent possible, the simultaneous nature of the following actions:


 


The
Parties


 


		18.1	The
                                         parties will provide approval that all representations set forth in sections 5 and 6
                                         above (each party with reference to its own representations) are also true on the date
                                         of approval of the Transaction by the Company’s General Meeting or that no material
                                         changes have occurred in any of the representations prior to the date of approval of
                                         the Transaction at the General Meeting of the Company, of which no written notice was
                                         delivered to the other party to this Agreement, other than changes made in accordance
                                         with the provisions of this Agreement, including presentation of the documents evidencing
                                         the aforesaid representations.
	 	 	 
	 	18.2	Deleted.




 


The
Offerees


 


		18.3	Shall
                                         provide authorizations from the competent organs of 4Eyes for the transfer of 4Eyes shares
                                         to the Company, to the extent such authorizations are required under 4Eyes’ incorporation
                                         documents and under any law, including share transfer deeds of 4Eyes’ shares from
                                         MAGNA to the Company signed by MAGNA, minutes of 4Eyes shareholders’ and board
                                         of directors’ <meetings> authorizing the transfer of 4Eyes’ shares
                                         to the Company and approval of the Transaction which is the subject matter of this Agreement.



 


 






    	 	40	 



     


    

 


		18.4	4Eyes
                                         shall transfer to the Company the shares of 4Eyes, being Free and Clear.
	 	 	 



		18.5	4Eyes
                                         shall deliver to the Company a share certificate in the name of the Company for the Purchased
                                         Shares and also an approval that such transfer of the Purchased Shares was done in accordance
                                         with the requirements set forth in the Articles of Association of 4Eyes. 4Eyes shall
                                         enter the Purchased Shares in 4Eyes’ shareholders register and shall also sign
                                         the reporting forms intended for the Companies Registrar in connection with the transfer
                                         of the Purchased Shares and deliver copies of such notices sent to the Companies Registrar
                                         with respect to the transfer of 4Eyes’ shares to the Company.
	 	 	 



		18.6	4Eyes
                                         shall deliver an affidavit to the Company, in the form attached hereto as Annex
                                         18.6, according to which all the representations and declarations provided in
                                         section 6 are true in any material aspect on the Effective Date.
	 	 	 



		18.7	An
                                         opinion will be delivered by the attorneys’ firm of 4Eyes confirming that all transactions
                                         which are the subject matter of this Agreement were duly authorized by the competent
                                         organs of 4Eyes.
	 	 	 



		18.8	4Eyes
                                         shall deliver a copy of MAGNA’s signed indenture as set forth in section 7.2.1
                                         above, in connection with compliance with the provisions of the Ruling and deposit of
                                         the Allocated Shares with the Trustee.



 


The
Company


 


		18.9	The
                                         Company shall deliver to 4Eyes copy/copies of the resolutions of Company’s Board
                                         of Directors and committees’ approving all the transactions hereunder and an approval
                                         of the Company’s Board of Directors, according to which all authorizations required
                                         for such transactions were obtained in accordance with the provisions of Chapter V of
                                         Part Six of the Companies Law, as set forth in Section 282 of the Companies Law.



 


 






    	 	41	 



     


    

 


	 	18.10	The Company shall deliver to 4Eyes and MAGNA a copy
of the minutes of the General Meeting approving the Transaction and all the other transactions and acts referred to in this Agreement,
including the resolutions set forth in section 17.2 above.
	 	 	 
	 	18.11	An opinion shall be delivered by the Company’s
attorneys’ firm confirming that all transactions which are the subject matter of this Agreement were duly authorized by
the competent organs of the Company.
	 	 	 
	 	18.12	A duly signed share certificate in the name of the Nominee
Company for the Allocated Shares in the form attached hereto as Annex 18.2, and all the ancillary documents required
by the Nominee Company for listing the Allocated Shares for trade. The distribution of the Allocated Shares shall be made subject
to the provisions of the Ruling and performance of all other acts required under the Ruling, including with respect to the deposit
in trust, if applicable, and such deposits and registrations shall be made accordingly as described above.
	 	 	 
	 	18.13	Copy of the Option Warrants for the options allocated
as set forth in section 8 above in the form attached on the Closing Date, duly signed and a copy of the allocation letters.
	 	 	 
	 	18.14	Copy of form T-87 (ת-87) reflecting the allocation
of the Allocated Shares and the Option Warrants, as set forth in sections 7.2 and 8 above, respectively.
	 	 	 
	 	18.15	Copy of the Company’s Articles of Association
in its new version, as requested by 4Eyes and MAGNA and approved by the General Meeting of the Shareholders of the Company.
	 	 	 
	 	18.16	Copy of form T-97 (ת-97) reflecting the changes
in the composition of the Company’s Board of Directors and the other Officeholders in the Company.
	 	 	 
	 	18.17	Copy of the application for name change as filed with
the Companies Registrar.
	 	 	 
	 	18.18	Copy of the exculpation and indemnification letters
granted on the Effective Date to Directors and Officeholders of the Company.
	 	 	 
	 	18.19	Copy of a certificate of the relevant insurer for the
entering into the policy or adding the relevant Officeholders as set forth in section 12.1 above.
	 	 	 
	 	18.20	Copy of a certificate of the relevant insurer for the
Company’s entering into a Run-Off Directors’ and Officeholders’ liability insurance policy, in accordance with
the provisions of section 12.2 above.



 


 


 









    	 	42	 



     


    

 


	 	18.21	A declaration of the Company, in the form attached hereto
as Annex 18.21, according to which, all representations and undertakings provided in section 5 above are true and
correct in any material aspect on the Effective Date.
	 	 	 
	 	18.22	Resignation letters of the Directors Mrs. Shoshana Zeig
and Mr. Ron Weisberg, with effect on the Closing Date, in the form attached hereto as Annex 18.22.
	 	 	 
	 	18.23	Confirmation of
the Stock Exchange for listing the Allocated Shares and the shares resulting from the exercise of the Option Warrants for trade
as set forth in section 17.23 above.
	 	 	 
	 	18.24	Waivers signed by the employees of the Company whose
employment is terminated on the Closing, approving payment of all amounts due to them and that they have no, and shall have no,
claims concerning their employment and termination thereof.
	 	 	 
	 	18.25	Allocate the Allocated Shares and Option Warrants to
the Offerees, being Free and Clear (except the Lock-up Provisions) and issue a share certificate in the name of the Nominee Company
for the Allocated Shares with instructions to deposit them in the Escrow Account in the name of the Trustee, as set forth in section
7.3 above.
	 	 	 
	 	18.26	Deliver a bank confirmation to the Offerees stating
its cash balances, according to which the credit balances in its accounts on the Closing Date are in the amount of NIS [X].
	 	 	 
	 	18.27	Deliver to the Offerees a written certificate from the
Interested Parties in the Company, in the form attached hereto as Annex 18.27, according to which on the Closing
Date the Interested Parties in the Company have no credit/debit balances in the Company’s books.
	 	 	 
	 	18.28	Deliver to the Offerees a certificate signed by all
the Incumbent Directors and by all the Interested Parties, Officeholders and employees of the Company with whom the Company has
entered into employment agreements and/or management agreements and/or other obligations, according to which such Incumbent Directors,
Interested Parties and/or Officeholders and/or employees confirm that all the amounts owing to them were paid and that they confirm
having no claims and/or suits against the Company and that they waive all their rights vis-a-vis the Company so that they
shall have no claims and/or demands against the Company, in the form attached hereto as Annex 18.28, except the
employees and Officeholders detailed in Annex 18.28 and subject to the provisions of this Agreement.




 


 









    	 	43	 



     


    

 


	19.	Conditions Precedent




 


		19.1	The
                                         entering into effect and performance of this Agreement are subject to the full and accumulative
                                         fulfillment of each of the Conditions Precedent set forth in this section by December
                                         15, 2015 (unless all parties waive in writing the fulfillment of such condition, in whole
                                         or in part) (herein above and hereinafter: the “Conditions Precedent”
                                         and “Deadline”, respectively):



 


		19.1.1	The
                                         General Meeting duly adopts a resolution to appoint the Offerees’ Directors to
                                         the Company’s Board of Directors on the Closing Date, including the appointment
                                         of a CEO (the employment of the current CEO will be terminated).
	 	 	 



		19.1.2	MAGNA’S
                                         Board of Directors and shareholders’ meeting duly adopt a resolution - until the
                                         expiry of 15 days after the signing of the Agreement - to approve MAGNA’s entering
                                         into this Agreement and execution of all the provisions hereof, including the transfer
                                         of assets to 4Eyes (including the approval of Aeronautics, Excellence and Prizma, to
                                         the extent so required under MAGNA’s Articles of Association), as well as 4Eyes’
                                         Board of Directors duly adopted approval - until the expiry of 15 days after the signing
                                         of this Agreement - to 4Eyes’ entering into this Agreement and execution of all
                                         the provisions hereof.
	 	 	 



		19.1.3	Obtaining
                                         a due authorization from the competent organs of the Company by no later than December
                                         15, 2015, for each one of the matters on the agenda of the General Meeting, including
                                         the following:



 


		(a)	Obtaining
                                         the approval of the Company’s competent organs for its entering into this Agreement
                                         and performance of all its provisions, including for the allocation to the Offerees of
                                         the Allocated Shares and the Option Warrants to the Service Providers.



 









    	 	44	 



     


    

 


		(b)	Approval
                                         to purchase the shares of 4Eyes.
	 	 	 



		(c)	Increase
                                         of the Company’s registered share capital for the purpose of such allocations as
                                         set forth in this Agreement and amendment of the Company’s Articles of Association
                                         accordingly.
	 	 	 



		(d)	Replacement
                                         of the Company’s Articles of Association by the Articles of Association in the
                                         version attached hereto as Annex 17.2.6.
	 	 	 



		(e)	Approval
                                         for appointment of directors on behalf of the Offerees and 4Eyes on the Closing Date
                                         to the Company’s Board of Directors, instead of the Directors Mrs. Shoshana Zeig
                                         and Mr. Ron Weisberg as set forth in section 9.
	 	 	 



		(f)	Approval
                                         of the appointment of Mr. Chaim Siboni as CEO of the Company and approval of the terms
                                         and conditions of Mr. Chaim Siboni’s service and employment in accordance with
                                         the agreement entered with him from the Transaction Closing Date onwards.
	 	 	 



		(g)	Approval
                                         for granting the exculpation and indemnification letters as set forth in section 11.
	 	 	 



		(h)	Approval
                                         to provide exculpation and indemnification letters to Directors and Officeholders on
                                         behalf of the Offerees as set forth in section 11 above, in the form attached hereto
                                         as Annex 11, including on the issues deriving from the Placement Memorandum
                                         and the Valuation of 4Eyes.



 


 









    	 	45	 



     


    

 


		(i)	Inclusion
                                         of the Offerees’ Directors in the Company’s Directors’ and Officeholders’
                                         liability insurance policy, attached to this Agreement as Annex 12.1; or
                                         (in accordance with a resolution so adopted) approval for the Company’s entering
                                         into the Directors’ and Officeholders’ liability insurance policy, that will
                                         include the Directors and Officeholders appointed on behalf of the shareholders of 4Eyes
                                         and certification from the relevant insurer for procuring such insurance policy, provided
                                         the Closing takes place.
	 	 	 



		(j)	Approval
                                         from the Chief Scientist in the Ministry of Economy for the agreement between MAGNA and
                                         4Eyes that will confirm that payments by MAGNA and/or 4Eyes to the Chief Scientist shall
                                         only be made for and with respect to future revenues and that no payment date of MAGNA
                                         to the Chief Scientist shall be accelerated, and 4Eyes’ signing on an instrument
                                         of rights’ transfer to the extent required.
	 	 	 



		(k)	Approval
                                         for the Company’s entering into a consulting agreement with Mr. Kfir Silberman.
	 	 	 



		(l)	Approval
                                         of the Services Agreement between 4Eyes and MAGNA for a period of one year from the Closing
                                         Date and a monthly payment in the amount of NIS 200,000 plus VAT in consideration for
                                         such services and annual payment in the rate of 2% plus VAT of 4Eyes’ annual revenues.












    	 	46	 



     


    

 


		19.1.4	Receipt
                                         of an approval from the Stock Exchange for listing the Allocated Shares to be allocated
                                         hereunder and the shares resulting from the conversion of the Option Warrants.
	 	 	 



		19.1.5	Delivery
                                         of a report on the payment of all the Company’s liabilities which were paid during
                                         the Interim Period, as well as the liabilities yet unpaid by the Company and conclusion
                                         of repayment of owners’ debt balances owing to the Company, so that following the
                                         Closing, the net equity of the Company is at least NIS 5,000,000 (cash at hand less liabilities,
                                         including, without limitation, deduction of the liabilities set forth in Annexes
                                         5.11(a), 5.12 and 5.20). The Transaction expenses will be deducted from the said
                                         amount as set forth in Annex 14.1 attached hereto. In addition, the Board
                                         of Directors of the Company may start acting to list the Company’s shares for trade
                                         in the U.S.A. The expenses involved in such listing will be paid from the Company’s
                                         cash, subject to the fulfillment of the following two conditions in full: (a) After payment
                                         of the above expenses and any other expenses agreed upon in this Agreement, excluding
                                         the expenses set forth in Annex 14.1, the net cash amount which remain
                                         in the Company shall not be less than NIS 5,000,000; (b) The total expenses shall not
                                         exceed the amount of NIS 1,000,000.
	 	 	 



		19.1.6	Approval
                                         of the General Director of the Antitrust Authority for the Transaction which is the subject
                                         matter of this Agreement, if any such approval is required.
	 	 	 



		19.1.7	Receipt
                                         of the tax Ruling in agreement from the Tax Authority pursuant to the provisions of Section
                                         104A and/or 103T of the Income Tax Ordinance, to the MAGNA’s satisfaction. In case
                                         the Ruling is not obtained within five (5) months following the signing of the Principles
                                         Agreement, which provides that 4Eyes and/or MAGNA are not liable to tax in the framework
                                         of the Transaction, 4Eyes and MAGNA shall be released from any obligations to perform
                                         the Transaction and/or towards the Company.



  


		19.1.8	Receipt
                                         of the Valuation of 4Eyes.
	 	 	 



		19.1.9	The
                                         Company complies with the requirements of the Stock Exchange concerning allocation of
                                         the Allocated Shares and the Option Warrants under this Agreement.
	 	 	 



		19.1.10	Completion
                                         of the due diligence of the Company in the legal, property, accounting, tax, financial,
                                         valuation, etc. aspects by 4Eyes and the shareholders of 4Eyes, to their satisfaction.



 









    	 	47	 



     


    

 


		19.1.11	Completion
                                         of the due diligence of 4Eyes in the legal, property, accounting, tax, financial, valuation,
                                         etc. aspects by the Company, to its satisfaction, prior to the date of convening the
                                         General Meeting, that will be convened to discuss, inter alia, the approval of
                                         the Transaction and any matters ancillary thereto.
	 	 	 



		19.1.12	Entering
                                         of the Company and 4Eyes in agreements with Service Providers as set forth in section
                                         2.20 attached as Annex 19.1.12 hereto, as described in the Placement Memorandum.
	 	 	 



		19.1.13	From
                                         the signing date this Agreement and until the date of approval of the Transaction by
                                         the General Meeting, there has been no adverse change in any of the parties’ representations
                                         as set forth in section 5 and 6 of this Agreement.



  


		19.1.14	Confirmation
                                         by each of the parties that during the Interim Period, neither the Company nor 4Eyes,
                                         as the case may be, has made any acts which are not permitted to be done during the Interim
                                         Period and has complied with all its undertakings as required during such period.
	 	 	 



		19.1.15	Obtaining
                                         all necessary regulatory approvals as required under any law as well as any Third Party
                                         consents for the change of control in the Company and 4Eyes, as the case may be, including
                                         certificates from the financing banks, and as well as consent and/or approval of any
                                         Third Party, the consent and/or approval of whom is required under any law and/or agreement
                                         for the Closing of the Transaction, including any approval, notice, consent, exemption,
                                         license, waiver or assignment from any governmental or administrative authority, or any
                                         other entity and/or person, in any of the cases set forth above, as required under the
                                         law, for the Closing of the Transaction and for the continued validity of all permits
                                         and licenses of 4Eyes following the Closing Date.
	 	 	 



		19.1.16	On
                                         the Closing Date, there shall not be any court order outstanding that prohibits the Closing
                                         of the Transaction and/or any outstanding legal or quasi-legal proceedings or claims
                                         or objections of any authority against the Transaction.



 


		19.2	The
                                         parties shall cooperate and provide any information required by the Company for the purpose
                                         of reporting to the Securities Authority and/or the Stock Exchange and the Company’s
                                         shareholders in connection with this Agreement. Moreover, during the Interim Period,
                                         the parties shall act jointly and assist one another as far as possible, all in order
                                         to advance the fulfillment of all the Conditions Precedent.



 






    	 	48	 



     


    

 


		19.3	Without
                                         derogating from any other relief, under the law, available to any party not in breach
                                         of this Agreement, to the extent any of the parties fails to comply, for any reason,
                                         with the provisions of this Agreement, unless such party is entitled to revoke this Agreement
                                         hereunder and/or under any law, the revoking party shall pay the other party an agreed
                                         compensation in the amount of NIS 250,000, for covering the other party’s expenses
                                         for this Agreement.
	 	 	 



		19.4	In
                                         the event that by November 10, 2015 the Transaction and this Agreement are not
                                         presented for approval of the Company’s General Meeting, MAGNA shall become entitled
                                         to deliver notice of revocation of this Agreement by November 17, 2015 by written
                                         notice delivered to the Company.
	 	 	 



		19.5	Unless
                                         all the Conditions Precedent provided in this section are fulfilled by December 22, 2015
                                         (the “Expiration Date”), subject to the parties’ right to jointly
                                         agree to extend the Expiration Date (the “Deferred Date”), this Agreement
                                         shall expire on the Expiration Date or the Deferred Date (as applicable) and neither
                                         party shall have any contention and/or demand against the other for the non-coming into
                                         force of this Agreement. Notwithstanding the foregoing, a failure to fulfill any of the
                                         Conditions Precedent arising out of any bad faith act or omission of any party hereto
                                         shall be deemed to be a breach of such party’s undertakings under this Agreement
                                         that shall entitle the other party to all the relief available to a non-breaching party
                                         under the law.



  


		19.6	The
                                         Offerees and 4Eyes may, however, waive the observance of all or any of the Conditions
                                         Precedent (other than such Conditions Precedent which may not be waived under the law
                                         - as set forth in sections 19.1.1-19.1.4, 19.1.6, 19.1.7, 19.1.8-19.1.11, 19.1.12 and
                                         19.1.15), and in such case, the non fulfillment of said Conditions Precedent shall not
                                         constitute a condition precedent to the fulfillment of this Agreement.
	 	 	 



		19.7	Shortly
                                         after the Transaction Closing Date, the parties shall act to cause the Company’s
                                         Board of Directors to adopt a resolution concerning the change of signatory rights on
                                         behalf of the Company (due to the appointment of new Directors and Officeholders for
                                         the Company), and new signatories allowed to electronically sign on behalf of the Company
                                         will be appointed.



 


 






    	 	49	 



     


    




 


	20.	Company’s
                                         Indemnity and Liability for the Representations and Undertakings



 


		20.1	The
                                         Company hereby undertakes to indemnify MAGNA for any losses, damages, liability, responsibility
                                         or expenses, which may be incurred by MAGNA or 4Eyes, including in connection with reasonable
                                         litigation expenses (the “Indemnifiable Damages”) resulting from:
                                         (a) The fact that any of the representations set forth in section 5 above was materially
                                         misleading or incorrect or inaccurate or incomplete (“Breach of Representation”);
                                         and/or (b) Breach by the Company and/or the Controlling Shareholder thereof of any of
                                         their undertakings by virtue of this Agreement; and/or (c) Suits instituted against the
                                         Company and/or the Officeholders for causes of action created prior to the Closing Date
                                         (even if such causes of action were disclosed in the framework of the representations
                                         made herein), including claims of Company’s employees whose employment will be
                                         terminated by the Company upon Closing of the Transaction.



  


		20.2	The
                                         indemnity undertaking, except with respect to indemnity arising from any suit and/or
                                         demand of the employees detailed in Annex 5.33 and/or any claim and/or
                                         suit and/or demand concerning the Subsidiaries (as such term is defined above), is subject
                                         to the exclusion that no indemnity whatsoever shall be given with respect to an indemnity
                                         liability of up to a total aggregate amount of NIS 100,000 (hereinafter in this section:
                                         the “Base Amount”). If the aggregate Indemnifiable Damages exceed
                                         the Base Amount, the liability to indemnify shall be for the full amount of damages (from
                                         the first New Shekel), without deducting the Base Amount. Such limitation shall not apply
                                         in case of malicious deception and/or fraud.
	 	 	 



		20.3	In
                                         the event that any Third Party institutes a suit or demand or claim against MAGNA (“Claim”)
                                         which would result in the Company’s liability to indemnify under the provisions
                                         of section 20.1 above, the following provisions shall apply:



 


		20.3.1	MAGNA
                                         shall deliver notice to the Company on such Claim, shortly as far as possible following
                                         receipt thereof, together with all the documents received and/or relevant.
	 	 	 



		20.3.2	The
                                         Company may inform MAGNA within 7 days, should the Company wish to direct the defense
                                         against the Claim, including the appointment of an attorney on its behalf, subject to,
                                         and in accordance with, the provisions of this section.
	 	 	 



		20.3.3	MAGNA
                                         shall cooperate with the Company, to the extent reasonably required, in order to allow
                                         and assist the Company defend itself or direct the defense, as the case may be, against
                                         such Claim.
	 	 	 



		20.3.4	The
                                         Company shall not settle or compromise such Claim or agree to refer any such Claim to
                                         arbitration, mediation or any other agreed dispute resolution proceedings without the
                                         prior written consent of 4Eyes, which will not withhold its approval except for reasonable
                                         grounds.



 


 









    	 	50	 



     


    

 


	21.	4Eyes’
                                         Indemnity and Liability for Representations and Undertakings



 


		21.1	MAGNA
                                         hereby undertakes to indemnify the Company for any losses, damages, liability, responsibility
                                         or expenses, which may be incurred by the Company, including in connection with reasonable
                                         litigation expenses (the “Indemnifiable Damages”) resulting from:
                                         (a) The fact that any of the representations set forth in section 6 above was materially
                                         misleading or incorrect or inaccurate or incomplete (“Breach of Representation”);
                                         and/or (b) 4Eyes’ breach of its undertakings by virtue of this Agreement.
	 	 	 



		21.2	The
                                         indemnity undertaking is subject to the exclusion that no indemnity whatsoever shall
                                         be given with respect to any indemnity liability of up to a total aggregate amount of
                                         NIS 100,000 (hereinafter in this section: the “Base Amount”). If the
                                         aggregate Indemnifiable Damages exceed the Base Amount, the liability to indemnify shall
                                         be for the full amount of damages (from the first New Shekel), without deducting the
                                         Base Amount. Such limitation shall not apply in case of malicious deception and/or fraud.
	 	 	 



		21.3	In
                                         the event that any Third Party institutes a suit or demand or claim against the Company
                                         (“Claim”) which would result in MAGNA’s liability to indemnify
                                         under the provisions of section 21.1 above, the following provisions shall apply:



 


		21.3.1	The
                                         Company shall deliver notice to MAGNA on such Claim, shortly as far as possible following
                                         receipt thereof, together with all the documents received and/or relevant (the “Indemnification
                                         Demand”).



  


		21.3.2	MAGNA
                                         may inform the Company within 7 days after delivery of the Indemnification Demand, should
                                         MAGNA wish to direct the defense against the Claim, including the appointment of an attorney
                                         on the Company’s behalf, at the expense of MAGNA, subject to, and in accordance,
                                         with the provisions of this section.
	 	 	 



		21.3.3	The
                                         Company shall cooperate with the MAGNA, to the extent reasonably required, in order to
                                         allow and assist MAGNA defend itself or direct the defense, as the case may be, against
                                         such Claim.
	 	 	 



		21.3.4	The
                                         Company shall not settle or compromise such Claim or agree to refer any such Claim to
                                         arbitration, mediation or any other agreed dispute resolution proceedings without the
                                         prior written consent of MAGNA, which will not withhold its approval except for reasonable
                                         grounds.



 


 









    	 	51	 



     


    

 


		21.4	MAGNA’s
                                         liability to indemnify as set forth in this section above shall remain in effect until
                                         the expiry of 21 months following the Transaction Closing Date. It is clarified that
                                         in any event, that stated in this section regarding the time limit applicable to the
                                         indemnity, shall not apply to any cause for indemnity for which a Claim has been filed
                                         prior to the expiry of the indemnity, provided that prior to the expiry of the indemnification
                                         period the Company sent MAGNA notice of such Claim. It is further clarified that such
                                         indemnity shall be made exclusively by means of Company shares and the maximum indemnity
                                         to which the Company is entitled would be shares of the Company in such an amount that
                                         leave MAGNA holding 50.1% of the Company’s share capital on a fully diluted basis.
                                         The shares’ price will be calculated in accordance with their average price at
                                         the closing of trade during the 30 days preceding the payment day. In any event, no indemnification
                                         would be given for damages actually paid by insurance, if any.



  


		21.5	Notwithstanding
                                         that stated in section 21.4 above, the limitations as to the time of expiry of indemnification
                                         and the minimum and maximum amount shall not apply and shall be of no validity in case
                                         such result from fraud on the part of MAGNA and/or 4Eyes.
	 	 	 



		21.6	The
                                         indemnity detailed in this section 21 shall be the Company’s sole relief for breach
                                         of the representations made by 4Eyes and/or MAGNA under this Agreement, other than due
                                         to fraud on the part of 4Eyes and/or MAGNA.



 


	22.	Taxes
                                         and Other Expenses



 


Each
party shall bear any tax liability applicable to such party as consequence of performance of this Agreement.


 


The
Company shall bear all expenses, costs and commissions imposed under the provisions of any law and/or incurred by the Company
and/or 4Eyes and/or MAGNA, during the engagement under this Agreement and/or execution thereof, including attorneys’, accountants’
and other consultants’ fees (regardless of whether concluded or revoked under the provisions of this Agreement above).


 









    	 	52	 



     


    

 


	23.	Confidentiality




 


		23.1	It
                                         is agreed and declared that each party undertakes to keep strictly confidential any commercial,
                                         financial, business and other information and data in connection with the other parties’
                                         business, assets and plans which were and/or will be disclosed to each party during the
                                         term of this Agreement as well as the negotiations preceding the signing of this Agreement
                                         and during the due diligence made by the parties and preparation of the Placement Memorandum
                                         (the “Information”).



  


		23.2	The
                                         provisions of section 23.1 above shall apply and survive any termination or revocation
                                         of this Agreement for any reason for an unlimited period, but shall not apply or cease
                                         to apply, as applicable, with reference to all or part of the Information:



 


		23.2.1	If
                                         and to the extent such Information is available in the public domain on the date of signing
                                         this Agreement;
	 	 	 



		23.2.2	Information
                                         which becomes, after the execution of this Agreement, reasonably available in the public
                                         domain, other than due to a breach of the undertakings of the receiving party as set
                                         forth above.



 


		23.3	Information
                                         that any of the parties is obligated to disclose by law; and it is hereby agreed that
                                         any Information included in the Company’s reports made under the Securities Law
                                         and the Regulations promulgated thereunder constitutes Information which must be disclosed
                                         by law.



 


 









    	 	53	 



     


    

 


	24.	Miscellaneous




 


		24.1	The
                                         parties undertake to take all acts and sign all documents, approvals, forms and declarations,
                                         to the extent so required, necessary or advisable for the performance of the provisions
                                         of this Agreement.
	 	 	 



		24.2	This
                                         Agreement does not constitute a contract in favor of a Third Party and the parties do
                                         not intend to confer any rights whatsoever upon any Third Parties.



  


		24.3	This
                                         Agreement contains, embodies, merges, expresses and exhausts all the terms and conditions
                                         agreed upon by the parties. No written or oral promises, warranties or agreements, undertakings
                                         or representations concerning the subject matter of this Agreement given or made by the
                                         parties prior to the entering into this Agreement which are not explicitly expressed
                                         herein, shall add to the obligations and rights provided herein, derogate therefrom or
                                         change them and such promises, warranties, agreements, undertakings or representations,
                                         shall no longer bind the parties from the date of signing this Agreement. For the avoidance
                                         of doubt, it is hereby agreed that the Principles Agreement is made null and void upon
                                         the signing of this Agreement, save for the Non-Shop provisions which shall remain in
                                         effect as provided therein.
	 	 	 



		24.4	Any
                                         amendment, change or waiver in connection with this Agreement shall be binding and valid
                                         only if made by means of a written document and limited to the matter for which it was
                                         initially made. A waiver in any single case shall not constitute a precedent in any other
                                         case. No avoidance of action or delay (laches) in the performance of such action shall
                                         be considered as waiver and shall not prejudice the rights and obligations of any of
                                         the parties in connection with such action. The claim of laches or waiver shall not be
                                         available to the party in breach.
	 	 	 



		24.5	The
                                         parties’ rights and obligations under the provisions of this Agreement may
                                         not be assigned or transferred.
	 	 	 



		24.6	The
                                         terms and conditions of this Agreement fully exhaust anything stipulated and agreed upon
                                         by the parties with reference to the allocation of the Allocated Shares to the Offerees
                                         and supersede all previous verbal or written communications, agreements, representations
                                         and undertakings made prior to the signing of this Agreement.



 


 






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		24.7	Whenever
                                         the date determined for execution of any of the stages under this Agreement occurs on
                                         a non-business day, such date shall be deferred until the first business day which follows.
	 	 	 



		24.8	Drafts
                                         and other documents which the parties exchanged prior to the signing of this Agreement
                                         shall be deemed as if never made and shall not serve in any manner as evidence or reference
                                         for interpretation and/or claim and/or otherwise.
	 	 	 



		24.9	No
                                         modification, amendment and/or addendum to this Agreement shall be valid or deemed binding,
                                         unless made in writing and signed by the parties together.
	 	 	 



		24.10	The
                                         parties shall take all further steps, including signing further documents as shall be
                                         required for the implementation and execution of this Agreement in letter and in spirit.
	 	 	 



		24.11	MAGNA
                                         hereby acknowledges that the provisions of this Agreement prevail over any agreement,
                                         covenant or understanding, including the Articles of Association of 4Eyes with reference
                                         to the transfer of its shares in 4Eyes, if applicable, and/or any limitations on the
                                         transfer of such shares and it agrees to such shares transfers as provided in this Agreement
                                         (4Eyes hereby undertakes to include, if necessary, an appropriate amendment in its Articles
                                         of Association to reflect the provisions of this section).
	 	 	 



		24.12	The
                                         laws of the State of Israel shall govern this Agreement and only the competent courts
                                         in the Tel-Aviv - Yafo district shall have exclusive jurisdiction and subject matter
                                         jurisdiction to try any matter arising and/or connected to this Agreement.
	 	 	 



		24.13	All
                                         notices required to be given under the provisions of this Agreement shall be made in
                                         writing and sent to the parties’ respective addresses as set forth in the preamble
                                         of this Agreement or to any other address in Israel of any of the parties, for which
                                         such party make notice to the other party hereto in writing.



 


		24.14	All
                                         notices will be sent by courier, registered mail, facsimile or any other electronic means.
                                         A notice sent by registered mail shall be deemed to have been received five (5) days
                                         after being sent. A notice sent by courier shall be deemed to have been received one
                                         business day after its dispatch and a notice sent by fax or other electronic means shall
                                         be deemed to have been received when the sender confirms full receipt thereof, provided
                                         the sender writes down the name of the person confirming receipt and the time on which
                                         such notice was received.


 






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In
Witness Whereof the Parties have set their Hand:


 


	The
    Company	 	4Eyes
	 	 	 
	By
    its Authorized Signatory:	 	By
    its Authorized Signatory: 
	 	 	 
	/s/
    Eli Yoresh	 	/s/
    Haim Siboni
	Eli
    Yoresh	 	Haim
    Siboni
	 	 	 
	/s/
    Kfir Silberman	 	 
	Kfir
                                         Silberman

         
	 	 
	 	 	 
	MAGNA	 	 
	 	 	 
	By
    its Authorized Signatory:	 	 
	 	 	 
	/s/
    Haim Siboni	 	 
	Haim
    Siboni	 	 


 


 


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