EXHIBIT 10.2


 


SERIES B PREFERRED SHARE PURCHASE AGREEMENT


 


This Series B Preferred
Share Purchase Agreement (this “Agreement”), is made as of April 6, 2015, by and among Infinity Augmented Reality,
Inc., a Company organized under the laws of the State of Nevada (the “Company”), and the persons and entities
whose names are listed in Schedule 1 hereto (the “Initial Investor(s)”) and any Additional Investors
who shall become parties to this Agreement in accordance with Section 2.3 below (whereupon Schedule 1 shall be updated to
include such additional investor(s) (together with the Initial Investor(s), the “Investors”); each Investor
acting herein severally and not jointly with any other Investor.


 


W i t n e s s e t h:


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that it is in the best interests of the Company to raise capital
all on the terms and conditions more fully set forth in this Agreement; and


 


WHEREAS, the
Company desires to issues and sell and the Investors desire to purchase from the Company Series B Preferred Stock upon authorization
means of the issuance to the Investors of the Series B Convertible Preferred Stock, par value US $0.00001 per share, convertible
into Common Stock (in the manner set forth in the Certificate of Designation), par value US $0.00001 per share (“Preferred
B Stock” and “Common Stock”, respectively), upon the effectiveness of the Company’s amended
and restated Certificate of Designation of Series B Convertible Preferred Stock, $0.00001 par value per share, authorizing
such shares (the “Milestone”).


 


WHEREAS, prior to the Milestone
and on the date hereof, the Investors have agreed to invest 25% of their portion of the Aggregate Purchase Price in return for
Convertible Notes to purchase Preferred B Stock, constituting at the Initial Closing 11.36% of the issued and outstanding share
capital of the Company on a Fully Diluted basis (the “Notes”).


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants set forth herein, the parties hereby agree as follows:


 


		1.	The Transaction.



 


1.1.        Issuance and
Purchase of Shares. Subject to the terms and conditions hereof, at the Closings, the Company shall issue and allot to the Investors,
and the Investors shall, severally and not jointly, purchase from the Company, up to an aggregate number of approximately 286,486,259
Preferred B Stock (the “Purchased Shares”), each having the rights, preferences and privileges set forth in
the Certificate of Designation, for an aggregate investment of up to US $5,000,000 (the “Aggregate Purchase Price”).
The respective amount of the Purchased Shares to be purchased by each Investor at the Closing and the respective portion of the
Aggregate Purchase Price to be paid in consideration for the issuance of the Purchased Shares at the Closing are as set forth in
Schedule 1. The Purchased Shares will be issued following the Milestone, and
become fully paid upon the payment by each of the Investors of its respective portion of the Aggregate Purchase Price.


 


1.2.        The price per
share is calculated based on a pre-money valuation of the Company of US $6,000,000 (the “Pre Money Valuation”),
on a Fully Diluted basis, as of immediately prior to the Initial Closing (as defined below) and may be adjusted as stipulated below.
“Fully Diluted” for purposes of this Agreement shall mean the Company's issued and outstanding share capital
assuming the issuance of all securities issuable upon the conversion of any existing convertible securities or loans, the exercise
of all outstanding warrants and options, including employee options and the exercise of any other rights to subscribe for any securities
of the Company.


 


1.3.        At the Initial
Closing, each Investor shall invest 25% of such Investor’s portion of the Aggregate Purchase Price in consideration for the
Notes, which will be automatically convertible, into Preferred B Stock after the Milestone.


 






    	 



    	- 2 -



    

 


		2.	Closings of Issue and Purchase.



 


2.1.        Initial Closing.
The issue and sale of the Notes, the purchase thereof by the Investors under this Agreement, shall take place remotely via the
exchange of documents and signatures, concurrently with the execution of this Agreement by all parties hereto (the “Initial
Closing”), on or at such other date, time and place as shall be mutually agreed upon by the Company and the Initial
Investors.


 


2.2.        Deferred Closing.
Five days after completion of the Milestone, each Investor will invest the remaining 75% of its respective portion of the Aggregate
Purchase Price listed on Schedule 1 hereto. The issue and sale of the Purchased Shares, the purchase thereof by the
Investors and the registration of the Purchased Shares in the names of the Investors in the share register of the Company, shall
take place remotely via the exchange of documents and signatures, concurrently with the execution of this Agreement by all parties
hereto (the “Deferred Closing”), on or at such other date, time and place as shall be mutually agreed upon by
the Company and the Investors.


 


2.3.        Additional
Closing. At any time and from time to time during a 6 month period commencing on the Deferred Closing, additional investors
approved by the Company (the “Additional Investor(s)”), shall be entitled to participate in the investment under
this Agreement up to the Aggregate Purchase Price, at the same price per share, in one or more additional Closings, by executing
and delivering to the Company a Joinder Agreement to this Agreement and to each of the other Transaction Agreements (as defined
below), in substantially the form of Schedule 2 hereto (the “Joinder”). The issue and sale of
the Purchased Shares, the purchase thereof by the Additional Investors and the registration of the Purchased Shares in the names
of the Additional Investors in the share register of the Company, shall take place remotely via the exchange of documents and signatures,
concurrently with the execution of the Joinder by the Company and the Additional Investors (the “Additional Closing”),
on or at such date, time and place as shall be mutually agreed upon by the Company and such Additional Investors. The Initial Closing,
the Deferred Closing and the Additional Closing shall be collectively referred to as the “Closing”.


 


2.4.        Transactions
at the Closing. At each Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously
and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed
and all required documents delivered:


 


2.4.1.     The Company shall
deliver to the Investors the following documents or cause the following actions to be completed:


 


(a)          True and correct copies
of resolutions of the Board in the form attached hereto as Schedule 2.4.1(a), by which, inter alia (i) the execution,
delivery and performance of this Agreement and all documents and agreements ancillary thereto to which the Company is a party,
(collectively, the “Transaction Documents”) shall be approved; and (ii) the Notes (at the Initial Closing) or
the Purchased Shares (at a Deferred or Additional Closing), as the case may be, shall be issued to the Investors (subject to their
respective payment of the Purchase Price);


 


(b)          Prior to the Deferred
Closing, the Preferred B Certificate of Designation shall be approved and authorized to be filed with the Secretary of State of
Nevada in the form attached hereto as Schedule 2.4.1.(b) (the “Certificate of Designation”);


 


(c)          Validly executed Note
in the form of Schedule 2.4.1(c) or share certificates evidencing the Purchased Shares, issued in the names of the
Investors, as the case may be;


 


(d)          The Investors shall
transfer to the Company the relative portion of the Aggregate Purchase Price due at such Closing in US Dollars by wire transfer
to the Company's bank account in accordance with wiring instructions which will be provided to Investors by the Company prior to
the Closing.


 






    	 



    	- 3 -



    

 


		3.	Representations and Warranties of the Company.



 


3.1.        Organization.
The Company is duly incorporated and validly existing under the laws of the State of Nevada. The Company has all requisite power
and authority to execute and deliver the Transaction Documents and to consummate the transactions contemplated hereby and thereby.


 


3.2.        Authorization.
All corporate action on the part of the Company necessary for the authorization, execution and delivery of the Transaction Documents,
the performance of all obligations of the Company hereunder, and the authorization, issuance and sale of the Purchased Shares.
This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against it in accordance with its
terms.


 


3.3.        No Public Offer.
Neither the Company nor anyone acting on its behalf has offered securities of the Company or any part thereof or any similar securities
for issuance or sale to, or solicited any offer to acquire any of the same from, anyone so as to make issuance and sale of the
Preferred A Shares hereunder not exempt from the registration requirements of Section 5 of the Securities Act of 1933, as
amended (the “Securities Act”) or the Israeli Securities Law, 1968, or any other applicable securities law.


 


3.4.        Securities Exchange
Commission (“SEC”) Filings. None of the Company’s periodic filings on the SEC (“SEC Filings”)
contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made,
not misleading. Since August 31, 2014, the Company has filed all annual and quarterly reports required to be filed by the Company
with the SEC under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The financial statements of the Company included in the Company’s SEC Filings, as of the dates of such documents, were true
and complete in all material respects and complied with applicable accounting requirements and the published rules and regulations
of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles in the United
States (except in the case of unaudited statements permitted by Form 10-Q under the Exchange Act) applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto) and fairly presented the consolidated financial position
of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that in the aggregate
are not material and to any other adjustment described therein). The Company’s audited financial statement for the year of
2014 is attached hereto as Schedule 3.4. Such financial statement is true and correct in all material respects, in
accordance with the books and records of the Company, consistently applied, and fairly and accurately present in all respects the
financial position of the Company as of such dates and the results of its operations for the period then ended.


 


3.5.        Rights of Others
Affecting the Transactions. There are no preemptive rights of any stockholder of the Company to acquire the Purchased Shares.
No other party has a currently exercisable right of first refusal which would be applicable to any or all of the transactions contemplated
by the Transaction Documents.


 


3.6.        Authorized Shares.
Except as provided in Schedule 3.6(a), the Company's issued and outstanding share capital immediately prior to the
Initial Closing and upon investment of the Aggregate Purchase Price is and shall be as set forth in the capitalization table attached
hereto as Schedule 3.6(b) (the “Cap Table”). Except for the Preferred A Shares and any options
granted under any of the Company’s incentive plans, there are no outstanding securities which are exercisable for, exchangeable
for or convertible into shares of Common Stock or exercisable for, exchangeable for or convertible into instruments which are convertible
into shares of Common Stock, whether such exercise, exchange or conversion is currently exercisable or exercisable only upon some
future date or the occurrence of some event in the future. All issued and outstanding share capital of the Company has been duly
authorized, and is validly issued and outstanding and fully paid and non-assessable. The Company will have sufficient authorized
and unissued shares as may be necessary to effect the issuance of the Purchased Shares on the Deferred Closing and the Additional
Closing, and the Purchased Shares, when issued, will be duly authorized, duly and validly issued, fully paid and non-assessable
and will not subject the holder thereof to personal liability by reason of being such holder.


 






    	 



    	- 4 -



    

 


3.7.        Non-contravention.
Except as provided in Schedule 3.6(a),the execution and delivery of this Agreement and each of the other Transaction
Documents by the Company, the issuance of the Purchased Shares in accordance with the terms hereof, and the consummation by the
Company of the other transactions contemplated by this Agreement and the other Transaction Documents, do not and will not conflict
with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the Certificate
of Incorporation or By-laws, as contemplated to be amended prior to the Deferred Closing, (ii) any indenture, mortgage, deed of
trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets
are bound, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court,
United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the
Company or any of its properties or assets, except in the case of (iii) such conflict, breach or default which would not have or
result in a Material Adverse Effect.


 


For purposes hereof,
the term “Material Adverse Effect” shall mean any change or effect, whether prior to, or later than, the date
hereof, that, when taken, is or is reasonably likely to be materially adverse to the business, assets, rights or property (including
intangible assets), liabilities, financial condition, prospects or results of operations of the Company.


 


3.8.        Securities Law
Matters; Approvals. Except as provided in Schedule 3.6(a) hereto, no authorization, approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the
Company is required to be obtained by the Company for the issuance and sale of the Purchased Shares to the Investor as contemplated
by this Agreement, except such authorizations, approvals and consents that have been obtained. Assuming the accuracy of the representations
and warranties of the Investor set forth in Section 4 below, the offer and sale by the Company of the Purchased Shares is exempt
from (i) the registration and prospectus delivery requirements of the Securities Act and the rules and regulations of the SEC thereunder;
and (ii) the registration and/or qualification provisions of all applicable state and provincial securities and “blue sky”
laws.


 


3.9.        Absence of Litigation.
Except as set forth in Schedule 3.9 hereto, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company
before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or
any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which would adversely
affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, any of the
Transaction Documents. The Company is not aware of any valid basis for any such claim that (either individually or in the aggregate
with all other such events and circumstances) could reasonably be expected to have a Material Adverse Effect. There are no outstanding
or unsatisfied judgments, orders, decrees, writs, injunctions or stipulations to which the Company is a party or by which it or
any of its properties is bound, that involve the transaction contemplated herein or that, alone or in the aggregate, could reasonably
be expect to have a Material Adverse Effect.


 


3.10.      Brokers.
Except as provided in Schedule 3.10 hereto, no agent, broker, investment banker, person or firm acting in a similar
capacity on behalf of or under the authority of the Company is or will be entitled to any broker's or finder's fee or any other
commission or similar fee, directly or indirectly, on account of any action taken by the Company in connection with any of the
transactions contemplated under this Agreement.


 


3.11.      Tax Returns.
The Company has filed all federal, state and local tax returns and other reports they are required by law to file and has paid
all taxes, assessments, fees and other governmental charges that are due and payable. To the best of Company’s knowledge,
the provision for taxes on the books of Company are adequate for all years not closed by applicable statutes, and for its current
fiscal year, and Company have no knowledge of any deficiency or additional assessment in connection therewith not provided for
on its books.


 






    	 



    	- 5 -



    

 


3.12.      Intellectual
Property Rights. The Company owns or has obtained the right to use good, valid subsisting, unexpired, and enforceable title
to, free and clear of all liens or other third party rights or claims or otherwise and possess full and unrestricted rights to
use all patents, trademarks, service marks, trade names and copyrights, applications, licenses and rights with respect to the foregoing,
and all trade secrets, including know-how inventions, designs, processes, works of authorship, computer programs and technical
data and information used and sufficient for use in the conduct of its business as now conducted (collectively, the “Company
IP”), provided, that it is acknowledged that the Company is an early stage company that will be required to engage in
further development activity as part of conducting of its current and contemplated business. At this time, the Company has not
filed any Patents, Trademarks or Copyrights. The Company did not receive any claim or other written notice, nor to the best of
the Company’s knowledge have any of its shareholders, employees, officers or directors received a claim or such threat of
a claim, pursuant to which a product or service currently in research and development or developed by the Company violates or will
violate any license, infringes or will infringe any intellectual property rights of any person or challenges or questions the Company’s
right or title in any of the Company IP, nor is there any reasonable basis for such claim. The Company has not received any communications,
written, or verbal, alleging that the Company has violated or infringed on or, by conducting its business or as currently proposed
to be conducted, would violate or infringe on any intellectual property of any other person or entity. There are no outstanding
liens, options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company IP,
nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information, know-how, proprietary rights and processes of any
other person.


 


3.13.      Related Party
Transactions. Except as set forth in Schedule 3.13 attached hereto, no material relationship, agreements or arrangements,
direct or indirect, exists between or among the Company on the one hand and the directors, officers, or shareholders of the Company
or their respective affiliates, on the other hand (including indirect, beneficial and ultimate holders and their respective directors
and officers). No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company,
nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. Neither the Company’s
nor its employees, officers, shareholders (including indirect, beneficial and ultimate holders and their respective directors and
officers) or directors or members of their immediate family or their affiliates has any direct or indirect interest in any firm
or corporation that competes directly or indirectly with the Company or the Company’s business as currently conducted or
as proposed to be conducted immediately following consummation of the Closing. No officer or director or shareholder (including
indirect, beneficial and ultimate holders and their respective directors and officers) of the Company, nor any of their family
or their affiliates, are, or have been, directly or indirectly interested in any contract with the Company, or have derived, received,
or were entitled to, any interest, contribution, incentive, or other form of benefit in connection with the Company’s business
(except for any grants under any incentive plan of the Company) , or any of the contracts and/or commercial arrangements to which
the Company is a party, nor are expected to be or will be, entitled to such. No guarantees to secure the Company’s indebtedness
were provided by any of the Company’s shareholders or their affiliates. The Company does not secure, surrogate, or guarantee
any indebtedness or commitments of any of the Company’s shareholders and/or their affiliates.


 


		4.	Representations and Warranties of the Investors. 



 


Each of the Investors hereby,
severally and with respect to such Investor only, hereby represents and warrants towards the Company the following to be true and
correct as of the date hereof and as of the date of the Closing, and hereby acknowledge that the Company is entering into this
Agreement in reliance thereupon:


 


4.1.        Power; Enforceability.
The Investor has all requisite legal and/or corporate power to execute and deliver the Transaction Documents to which it is a
party and to carry out and perform its obligations under their terms, and such agreements, when executed and delivered by the
Investor, will constitute the valid, binding and enforceable obligations of the Investor.


 






    	 



    	- 6 -



    

 


4.2.        Authorization.
The execution, delivery and performance of the obligations of the Investor hereunder and the Transaction Documents or other action
on the part of the Investor necessary for the authorization, execution, delivery and performance of the Transaction Documents,
have been duly authorized by all necessary corporate action and been taken or will be taken prior to the Closing in which such
Investor participates.


 


4.3.        Experience.
The Investor is experienced investors and has such knowledge, sophistication and experience in business and financial matters
so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, and has so evaluated
the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Purchased Shares
and are able to afford a complete loss of such investment.


 


4.4.        Disclosure of Information.
The Investor and its legal counsel have had an opportunity to discuss the Company's business, management, assets, financial affairs
and the terms and conditions of the offering of the Purchased Shares with the Company and have had an opportunity to ask questions
of and receive answers from duly authorized officers or other representatives of the Company, to review the Company's facilities,
conduct due diligence investigations sufficient to their needs and requirements with respect to the transactions contemplated
under this Agreement, and to review and inspect all of the data and information provided to them by the Company in connection
with this Agreement.


 


4.5.        Each of the Investor
hereby represents towards the Company that it is familiar with the Company, its business and operations and is entering this Agreement
and the transactions contemplated hereunder, on an “AS IS” basis, based on the Company’s financial situation
as of the date hereof, without reliance on any representations and/or warranties made by Company and/or other third parties except
for those specifically provided in this Agreement. Further, and without derogating from the aforesaid, each Investor acknowledges
that the investment hereunder and the Purchased Shares which may be issued hereunder, involve substantial risk and that it is able
to bear the economic risk associated with an investment in the Company and is aware that such investment should be regarded as
highly speculative and may cause it substantial or total loss of its investment. Notwithstanding the forgoing, since the Company
is or was until very recently a public traded company, each of the Investors was able to review the Company’s SEC Filings,
including with respect to the Company’s business, management, assets and financial affairs.


 


4.6.        Accredited Investor.
Each of the Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act, 1933, or is an otherwise qualified investor under any other applicable law of any relevant jurisdiction.


 


4.7.        The Investor understands
that none of Purchased Shares have been registered under the Securities Act, or the laws of any jurisdiction, and agrees that the
Purchased Shares may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance
with the Securities Act, Israeli Securities Law or any applicable securities laws of any jurisdiction (including but not limited
to pursuant to an exemption therefrom). The Purchased Shares will bear the following legend:


 


THESE SECURITIES
HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE OR OTHER
JURISDICTION’S SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF
COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144 OF THE ACT.


 


4.8.        Survival.
The aforesaid representations shall survive termination or expiration of this Agreement, howsoever arising.


 






    	 



    	- 7 -



    

 


		5.	Conditions to Closing of the Investors.



 


The obligations of each
Investors to purchase the Purchased Shares and to transfer the funds at each Closing are subject to the fulfillment at or before
the Closing of the following conditions precedent (to the extent indicated below), any one or more of which may be waived in whole
or in part by the Investors, which waiver shall be at the sole discretion of the Investors:


 


5.1.        Covenants.
All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by any person or entity
other than the Investors prior to the Closing shall have been performed or complied with by such person or entity prior to or at
the Closing.


 


5.2.        Consents,
etc. The Company shall have secured all permits, consents and authorizations that shall be necessary or required to consummate
this Agreement and to issue the Notes or the Purchased Shares, as the case may be, to the Investors at the Closing.


 


5.3.        Delivery of Documents.
All of the documents to be delivered by the Company pursuant to Section 2.4.1 shall have been delivered to the Investors. All
the Transaction Documents shall have been executed by each of the other parties thereto and delivered to the Investors (or their
legal counsel) by the Company.


 


5.4.        Proceedings and
Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all
documents and instruments incidental to such transactions shall be satisfactory in substance and form to the Investors, and the
Investors shall have received all such counterpart originals or certified copies of such documents as the Investors may reasonably
request.


 


5.5         Deferred Closing.
With respect to the Deferred Closing, the Milestone has been completed, meaning that Certificate of Designation has been filed
with the State of Nevada and the waiting period has elapsed.


 


		6.	Miscellaneous.



 


6.1.        Further Assurances.
Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to
carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.


 


6.2.        Governing Law;
Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of New York, without regard
to the conflict of laws provisions thereof. The parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction
of courts in New York, New York in respect of any matter arising in connection with this Agreement.


 


6.3.        Successors and
Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges,
or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent
in writing of each party to this Agreement, with the exception of the following assignments and transfers which may be made freely
without such consent: assignments and transfers from an Investor to a Permitted Transferee (as defined in the Certificate of Designation)
of such Investor made in accordance with the provisions of the Certificate of Designation.


 


6.4.        Entire Agreement;
Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matters hereof and thereof and any other written or oral agreement relating
to the subject matter hereof existing between the parties are expressly canceled. Any term of this Agreement may be amended only
by a written instrument signed by the Company and the Investors representing at least a majority of all funds invested by all
Investors. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a
particular instance) only with the written consent of the party against such waiver is sought.


 






    	 



    	- 8 -



    

 


6.5.        Notices, etc.
All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing
and shall be telecopied or mailed by registered or certified mail, postage prepaid, or prepaid air courier, or otherwise delivered
by hand or by messenger, addressed to such party's address as set forth in Schedule 1 or at such other address as the party
shall have furnished to each other party in writing in accordance with this provision. Any notice sent in accordance with this
Section 6.5 shall be effective (i) if mailed, ten (10) business days after mailing, (ii) if by air courier five (5) business days
after delivery to the courier service, (iii) if sent by messenger, upon delivery, and (iv) if sent via facsimile or email, the
first business day in Tel Aviv after transmission and electronic confirmation of receipt (provided, however, that any notice of
change of address shall only be valid upon receipt).


 


6.6.        Delays or
Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereof upon any breach or default
under this Agreement of another party, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring;
nor shall it impair any such right, power or remedy of the aggrieved party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring. Any waiver, permit,
consent, or approval of any kind or character on the part of any party hereof of any breach or default under this Agreement, or
any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded
to any of the parties, shall be cumulative and not alternative.


 


6.7.        Severability.
If any provision of this Agreement becomes or is held by a court of competent jurisdiction to be illegal, unenforceable or void
under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted
as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event
this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law,
to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.


 


6.8.        Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against
the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument. Executed
counterparts delivered via any means of electronic transmission shall be deemed as originals.


 


6.9.        Titles and
Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


[The Signature
Page Follows]


 






    	 



    	- 9 -



    

 





[Signature Page to the Series B Preferred
Share Purchase Agreement]


 


IN WITNESS WHEREOF the
parties have signed this Agreement as of the date first hereinabove set forth.


 





	COMPANY:	Infinity Augmented Reality, Inc.
	 	 	 
	 	By:	/s/ Ortal Zanzuri
	 	Name:	 Ortal Zanzuri
	 	Title: 	CFO
	 	 	 
	 	By:	/s/ Motti Kushnir
	 	Name: 	Motti Kushnir
	 	Title: 	CEO
	 	 	 
	THE INVESTORS:	Singulariteam Fund II LP
	 	 	 
	 	By:	/s/ Moshe Hogeg
	 	Name: 	Moshe Hogeg 
	 	Title: 	Principal
	 	 	 
	 	Platinum Partners Value Arbitrage Fund L.P.
	 	 	 
	 	By:	/s/ Mark Nordlicht 
	 	Name: 	Mark Nordlicht 
	 	Title: 	CIO
	 	 	 
	 	SUN CORPORATION
	 	 	 
	 	By:	/s/ Masanori Yamaguchi 
	 	Name: 	MasanoriYamaguchi 
	 	Title: 	CEO