Exhibit
10.2


 


SHARE
EXCHANGE AGREEMENT


 


This
Share Exchange Agreement (this “Agreement”)
is made and entered into as of July __, 2019 (the “Signature Date”) by and among: from the first part: Guy
Nissenson, Israeli ID ________ of___Ofuk Uriel 8/16, Herzlyia_________ ., Israel (“Guy”); Ilan Arad Keshet,
Israeli ID ________ of___St. Harbrosh 49, _Pardessia________., ____ Israel (“Ilan”); Amit _Bilia_____, Israeli
ID ________ of__St.Harishonim 59, Haniel__________., _____, Israel (“Amit”); Shmuel_Yelshevich____, Israeli
ID ________ of_St, Ahi Dakar 24, Tel- Aviv___________., ____, Israel (“Shmuel ”); Yetsira Holdings Ltd., a
company organized under the laws of the State of Israel, of 12 Aba Hillel, Ramat Gan, Israel, Israel (“Yetsira”)
and from the other part: Creations, Inc., a company organized under the laws of Delaware of_8 The Green, St. A, Dover, Delaware,
19901___________(“Creations”) (each, a “Party”, and collectively, the “Parties”).


 


RECITALS


 


	WHEREAS,	Guy,
    Ilan, Amit and Shmuel (together the “Shareholders”) are the sole shareholders of Yetsira;
	 	 
	WHEREAS,	as
    of the Signature Date, Yetsira is the sole shareholder of Yetsira Investment House Ltd., a holder of a portfolio manager license
    (“Yestira Portfolio Manager”);
	 	 
	WHEREAS,	the
    Parties have agreed that it would be in their best interests to effect a transaction pursuant to which 200 Prefered Shares
    and 300 Ordinary shares of Yetsira, 1.00 NIS par value which constitute all of the issued shares of Yetsira, currently held
    by the Shareholders (the “Transferred Yetsira’s Shares”) shall be exchanged, transferred and assigned
    to Creations in consideration of the issuance by Creations to the Shareholders, of an aggregate of 622, 145 shares of common
    stock, $_0.001 par value per share of Creations (the “Issued Creations’ Shares”), so that following
    consummation of the transaction contemplated hereunder, Creations shall become the sole shareholder of the entire issued share
    capital of Yetsira, and the shareholders shall become shareholders of Creations, all as more fully set forth in this Agreement;
    and


 




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NOW
THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:


 


	1.	Preamble,
    Annexes and Headings


 


	 	1.1.	The
    Preamble and the Annexes to the Agreement constitute an inseparable part of the Agreement.
	 	 	 
	 	1.2.	The
    headings in the Agreement and its annexes are for purposes of reference only and shall not be used in interpreting the Agreement.


 


	2.	The
    Transaction


 


Subject
to the terms and conditions of this Agreement, on the Signature Date:


 


	 	2.1.	Shareholders
    shall transfer, assign, convey and deliver to Creations the Transferred Yetsira’s Shares, and (b) Creations shall issue
    and allot to the Shareholders the Issued Creations’s Shares, constituting on the date hereof, 99.99 % of the issued
    share capital of Creations, on a fully diluted base as of the Signature Date, without giving effect to the contempled sale
    of an additional up to 1,750,000 shares of common stocks of Creations, to be sold by Creations at $1.00 (USD) per share, to
    third parties (“Other Creations’ Investors”), as such sale to Other Creations Investors will dilute
    the Shareholders’ holding in Creation respectively.
	 	 	 
	 	2.2.	It
    is agreed that in the event that Creations will issue to the Other Creations’ Investors warrants and/or options to purchase
    additional shares of Creations in exercise price of 1 USD, so in addtion to the Issued Creations’s Shares to be issued
    to the Shareholders according to this Agreement, Creations undertake to issue the Shareholders identical warrants and/or options
    (as the case might be) with the same terms, and in a proportional amount to the number of Creations’ warrants to be
    issued.
	 	 	 
	 	2.3.	The
    closing of the transaction, the transfer of the Transferred Yetsira’s Shares to Creations, and the issue and allotment
    of the Issued Creations’ Shares by Creations, and the registration of all such transactions in the register of shareholders
    of each Yetsira and Creations (the “Closing”) shall occur simultaneously with the signature of this Agreement,
    or such other date, time and place the Parties shall mutually agree (the “Closing Date”).


 




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	 	2.4.	The
    Closing shall take place at the offices of M. Firon & Co, 3 Hashlosha Street, Tel Aviv.
	 	 	 
	 	2.5.	At
    the 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:





 


	 	2.5.1.	The
    Parties shall sign duly share transfered deeds with regards to Transfered Yetsira’s Shares.
	 	 	 
	 	2.5.2.	Validly
    executed share certificates for the Issued Creations’s Shares issued to the Shareholders shall be transferred to the
    shareholders and will be attached hereto as Annex 2.5.2.
	 	 	 
	 	2.5.3.	Copies
    of resolutions of the Yetsira and Creations’ Board of Directors approving the transaction will be attached hereto as
    Annex 2.5.3.
	 	 	 
	 	2.5.4.	Updated
    register of shareholders of each of Yetsira and Creations, shall be attached hereto as Annex 2.5.4.


 


	3.	Representations
    and Warranties of Shareholders and Yetsira


 


The
Shareholders and Yetsira, severally and jointly, represent and warrant to Creations as follows:


 


	 	3.1.	Yetsira
    is a company duly incorporated and organized and validly subsisting under the laws of the State of Israel. The Articles of
    Association of Yetsira as in effect at the Signature Date is attached hereto as Annex 3.1.
	 	 	 
	 	3.2.	Yetsira
    Portfolio Manager is duly licensed as a portfolio Manager by the Israel Securities Authorities (the: “ISA”)
    and holds license no. 772 in effect since January 11th, 2017.
	 	 	 
	 	3.3.	Yetsira
    Portfolio Manager is bound to an agreement with Ayalon Mutual Funds Ltd. (“Ayalon MFM”), whereby Yetsira
    Portfolio Manager receives hosting services, and manages the portfolios of funds under the management of Ayalon MFM (the “Ayalon
    Agreement”), and has conformed to the provisions set out in the Ayalon Agreement.


 




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	 	3.4.	The
    authorized share capital of Yetsira at the Signature Date (prior to the transfer of the Transfered Yetsira’s Shares)
    shall consist of (A) 100,000 Ordinary Shares, of which 569 are issued and outstanding and (ii) 10,000 Preffered Shares of
    which 200 are issued and outstanding.
	 	 	 
	 	3.5.	Each
    of the Shareholders and Yetsira has the absolute and unrestricted right, power and authority to perform its obligations under
    this Agreement and the execution, delivery and performance by the Shareholders and Yetsira of this Agreement have been duly
    authorized by all necessary action on the part of Yetsira. This Agreement constitutes the legal, valid and binding obligation
    of the Shareholders and Yetsira.
	 	 	 
	 	3.6.	Execpt
    Ayalon MFM’’s approval for the change of holdings and control in Yetsira Portfolio Manager which is mandated under
    the Ayalon Agreement and which will be obtained by Yetsira whitin 30 days and thereafter will be attached to this Agreement
    as Annex 3.6A, and the report to the ISA of said change of holdings and control, a draft of which is attached
    hereto as Annex 3.6B, no consent, approval, order, license, permit, action by, or authorization of or designation,
    declaration, or filing with any governmental authority or other third party on the part of the Shareholders and Yetsira is
    required that has not been, or will not have been, obtained by the Shareholders and Yetsira prior to or at the Closing in
    connection with the valid execution, delivery and performance of this Agreement or the sale and transfer of Transfered Yetsira’s
    Shares, except approval of the Board of Directors of Yetsira, and a waiver of the Shareholders on their right of first refusal
    regarding the transfer of Transfered Yetsira’s Shares according to the shareholder agreements between the Shareholders.
	 	 	 
	 	3.7.	The
    Shareholders are the sole record and beneficial owner of the Transfered Yetsira’s Shares Shares and have the sole power
    to dispose of and to vote such shares.


 




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	 	3.8.	The
    Transfered Yetsira’s Shares are free and clear of any and all liens, claims, charges, encumbrances, rights, options
    to purchase, right of first refusal, proxies, voting trusts and other voting agreements, calls or commitments of every kind,
    except rights to the Shareholders under the shareholders agreements between the Shareholders, and except to the Shareholders’s
    rights under the Articles of Association of Yetsira.
	 	 	 
	 	3.9.	The
    execution, delivery and performance of this Agreement does not violate Yetsira’s Articles of Association nor will it
    conflict with or violate the terms of (i) any judgment, order or ruling of any governmental authority to which Yetsira is
    subject, (ii) applicable law or (iii) any agreement, license or commitment to which Yetsira is a party or to which it is subject
    and which would impair the ability of the Shareholders and Yetsira to execute, deliver or perform this Agreement, except the
    provisions of the shareholders agreements between the Shareholders which have been terminated by the Shareholders, and the
    provisions of the Articles of Association of Yetsira.
	 	 	 
	 	3.10.	Yetsira
    has not received any written notice of any action, suit, litigation, or governmental proceeding pending or contemplated against
    Yetsira.
	 	 	 
	 	3.11.	Yetsira’s
    financial statement for the fiscal year ending on December 31, 2018, (together, the “Yetsira’s Financial Statements”)
    will be signed within 14 days of the Signature Date and thereafter will be attached to this Agreement as Annex 3.11.
    Yetsira’s Financial Statements shall be in accordance with the books and records of Yetsira and shall be prepared in
    accordance with Israeli generally accepted accounting principles (“GAAP”) consistently applied, and fairly
    present in all material respects the financial position of Yetsira as of such dates and the results of its operations for
    the periods then ended all in accordance with GAAP.
	 	 	 
	 	3.12.	To
    the best of their knowledge, Yetsira Portfolio Manager has been handled since its foundation in a regular course of business.
	 	 	 
	 	3.13.	The
    number of individual clients, corporate clients, and the portfolios of the fund under the management of Ayalon MFM, are attached
    as Annex 3.13, including the yearly and latest quarterly report to the ISA of Yetsira Portfolio Manager business
    as mandated under law.


 




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	 	3.14.	To
    the best of their knowledge, no fault in their credibility, as such is defined under the Regulation of Investment Advice,
    Investment Marketing and Investment Portfolio Management Law, 1995, has occured and there is no reason that such fault shall
    be found by the ISA or that Yetsira Portfolio Manager fit&proper standing shall be prejudiced or for them to hold the
    position of controlling shareholders, licensed portfolio managers, directors and officers in Yetsira Portfolio Manager.
	 	 	 
	 	3.15.	Except
    for the representations and warranties expressly contained in this Section 3, the Shareholders and Yetsira do not make any
    other express or implied representation or warranty, and the Shareholders and Yetsira hereby disclaim any other representations
    or warranties, whether express or implied.


 


	4.	Representations
    and Warranties of Creations


 


Creations
represents and warrants to the Shareholders and Yetsira as follows:


 


	 	4.1.	Creations
    is a company duly incorporated and organized and validly subsisting under the laws of Delaware. The Articles of Association
    of Creations as in effect at the Signature Date is attached hereto as Annex 4.1.
	 	 	 
	 	4.2.	The
    authorized share capital of Creations at the Signature (prior to the allotment of the Issued Creations’ Shares) shall
    consist of (A) 100,000,000 Shares, of common stock which 1 share is issued as of the Signature Date, and 1,000,000 shares
    of blank check preferred stock none of which is issued as of the Signature Date.
	 	 	 
	 	4.3.	Creations
    has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement and the execution,
    delivery and performance by Creations of this Agreement have been duly authorized by all necessary action on the part of Creations.
    This Agreement constitutes the legal, valid and binding obligation of Creations.


 




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	 	4.4.	No
    consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any
    governmental authority or other third party on the part of Creations is required that has not been, or will not have been,
    obtained by Creations prior to or at the Closing in connection with the valid execution, delivery and performance of this
    Agreement or the sale and transfer of Issued Creations’ Shares, except approval of the Board of Directors of Creations,
    and a waiver of Creations’ Shareholders on their right of first refusal/preemptive rights regarding the issue of Issued
    Creations’ Shares according to the shareholder agreements between the Creations’ Shareholders and Creations.
	 	 	 
	 	4.5.	The
    name of the sole record and beneficial owner of Creations’ Shares which has the sole power to dispose of and to vote
    such shares is atteched hereto as Annex 4.5. The Issued Creations’ Shares are free and clear of any and
    all liens, claims, charges, encumbrances, rights, options to purchase, right of first refusal, proxies, voting trusts and
    other voting agreements, calls or commitments of every kind, except rights to the Creations’ Shareholders under the
    shareholders agreements between the Creations’ Shareholders and Creations, and except to the Creations’ Shareholders’
    rights under the Articles of Association of Creations.
	 	 	 
	 	4.6.	The
    execution, delivery and performance of this Agreement does not violate Creations’ Articles of Association nor will it
    conflict with or violate the terms of (i) any judgment, order or ruling of any governmental authority to which Creations is
    subject, (ii) applicable law or (iii) any agreement, license or commitment to which Creations is a party or to which it is
    subject and which would impair the ability of Creations’ Shareholders and Creations to execute, deliver or perform this
    Agreement, except the provisions of the shareholders agreements between Creations’ Shareholders and Creations, and the
    provisions of the Articles of Association of Creations.
	 	 	 
	 	4.7.	Creations
    has not received a written notice of any action, suit, litigation, or governmental proceeding pending or contemplated against
    Creations.


 




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	 	4.8.	To
    the best of its knowledge, no fault in Creations’ credibility, as such is defined under any law, has occured and there
    is no reason that such fault shall be found by any government autohrity or that Creations’ fit& proper standing
    shall be prejudiced.
	 	 	 
	 	4.9.	Except
    for the representations and warranties expressly contained in this Section 4, Creations does not make any other express or
    implied representation or warranty, and Creations hereby disclaim any other representations or warranties, whether express
    or implied.





 


	5.	Shareholders’
    Release of Claims


 


Upon
signing hereof:


 


	 	5.1.	each
    one of the Shareholders hereby warrants and represents that he, or anyone acting on his behalf, does not have, and shall not
    have, any demand and/or claim against the other Shareholders, Yetsira, its affiliates, directors, officers, representatives,
    or anyone acting on their behalf, in relation to Yetsira, its subsidiarry, its financial state, this Agreement, or any act
    or omission, including such act or omission as a shareholder, director, officer or otherwise in relation to Yetsira and/or
    its subsidiary, all – whether known or unknown at the time of signing this Agreement.
	 	 	 
	 	5.2.	The
    Shareholder’s Agreement of the Shareholders dated 28/2/2017 (and any of its amandments, if any) with regards to their
    holdings of Yetsira’ shares, shall be terminated.


 





	6.	Indemnification


 


Definitions:
In this Section 6, with regards to Yetsira’s Shares - The Shareholders is referred to as the “Seller”
and Creations is referred as “Buyer”, and with regards to Creations’ Shares, Creations is referred to
as the “Seller” and the Shareholders is referred as “Buyer”. In addition, the Buyer is referred
to as the “Indemnified Party”, and the Seller is referred to together as the “Indemnifying Party”.


 




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	 	6.1.	The
    indemnification provided for in Section 6 shall be subject to the following limitations:


 


	 	6.1.1.	Except
    in the event of fraud, willful misconduct or intentional breach by the Seller’s representations and warranties contained
    herein by Seller; shall survive the Closing and shall remain in full force and shall remain in effect until the date that
    is 18 month from the Closing. With respect to fraud, willful misconduct or intentional breach by the Seller such representations
    and warranties shall survive the Closing and shall remain in full force until the applicable statute of limitation lapses.
	 	 	 
	 	6.1.2.	Subject
    to the limitations set forth in this section 6, from and after the Closing, Seller hereby undertakes to indemnify, and agree
    to defend, and hold harmless Buyer from, against, and with respect to any claim, liability, obligation, loss, damage, assessment,
    judgment, cost, and expense (including, without limitation, reasonable attorneys’ fees and costs and expenses reasonably
    incurred in investigating, preparing, defending against, or prosecuting any litigation or claim, action, suit, proceeding,
    or demand) (collectively, the “Loss”), as and when incurred, of any kind or character directly arising
    out, relating, or attributable to inaccuracy of any material representation or breach of any warranty of Seller contained
    in this Agreement.
	 	 	 
	 	6.1.3.	The
    Buyer may not recover Losses from the Seller in respect of any claim for indemnification in accordance with section 6 unless
    the amount of Losses claimed in the aggregate is greater than amounts Creations shall fund Yetsira (as invetment(s) and/or
    as loan(s) (the “Indemnification Threshold”). Once the Indemnification Threshold has been exceeded,
    the Buyer shall be entitled to recover all Losses including those within the Indemnification Threshold. Notwithstanding the
    foregoing, the Indemnification Threshold shall not apply as a threshold to any Losses based on fraud, willful misconduct or
    international breach by the Seller.


 




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	 	6.1.4.	The
    aggregate liability of Seller shall be as follows:


 





	 	6.1.4.1.	except
    with respect to Losses based on or otherwise related to Seller’s fraud and/or intentional misrepresentation, Seller’s
    aggregate liability for all Losses shall not exceed the Value of the Issued Creations’ Shares at Closing based on the
    value of USD 1.00 per share; and
	 	 	 
	 	6.1.4.2.	with
    respect to Losses based on or otherwise related to Seller’s fraud and/or intentional misrepresentation , the Buyer may
    recover all of its Losses from the Seller without limitation.


 


	7.	Miscellaneous


 


	 	7.1.	The
    Agreement and the Annexes attached thereto constitute the entire agreement among the Parties, supersedes all prior understandings,
    whether written or oral, and may not be amended or modified except by a writing signed by each of the Parties.
	 	 	 
	 	7.2.	Each
    Party hereto shall execute and cause to be delivered to each other Party hereto such instruments and other documents, and
    shall take such other actions, as such other Party may reasonably request (prior to, at or after the Closing) for the purpose
    of carrying out or evidencing any of the transactions contemplated by this Agreement.
	 	 	 
	 	7.3.	Each
    of the Parties hereto shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby.
	 	 	 
	 	7.4.	No
    waiver of any term, provision or condition of the Agreement shall be deemed to be construed as a further or continuous waiver
    of any such, or other, term, provision or condition.


 




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	 	7.5.	All
    notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall
    in any event be deemed to be given upon receipt or, if earlier, (a) five (5) business days after the business day of deposit
    with the Israel Postal Service, if delivered by postage prepaid; (b) upon delivery, if delivered by hand; (c) one (1) business
    day after the business day of facsimile transmission, if delivered by facsimile transmission. All such notices and other communications
    shall be addressed to the following addresses or such other address as the recipient party may designate by ten (10) days’
    advance written notice to the other party pursuant to the provisions above:
	 	 	 
	 	7.6.	This
    Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken
    together, shall constitute one agreement.
	 	 	 
	 	7.7.	This
    Agreement shall be governed for all purposes exclusively by the laws of the State of Israel. Any dispute arising under or
    in relation to this Agreement shall be resolved in the competent court for the Tel Aviv-Jaffa district, and each of the parties
    hereby submits irrevocably to the jurisdiction of such court.
	 	 	 
	 	7.8.	This
    Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
    The Parties may not assign their rights and obligations under this Agreement without the prior written consent of the other
    Parties hereto.
	 	 	 
	 	7.9.	No
    failure or delay on the part of any party to exercise any power, right, privilege or remedy under this Agreement shall operate
    as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege
    or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
	 	 	 
	 	7.10.	This
    Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed
    and delivered on behalf of all parties hereto.


 



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IN
WITNESS WHEREOF, the parties hereto have set their signature as of the date first written above.


 








	 	 	 	 	 
	Guy
Nissenson
	 	Ilan
    Arad Keshet	 	Amit
    Bilia
	 	 	 	 	 
		 	 	 	 
	Shmuel
    Yelshevich	 	 	 	 


 


	YETSIRA
    HOLDINGS LTD.	 
	 	 	 
	By:		 
	 	Ilan
    Arad Keshet, CEO	 
	 	 	 
	CREATIONS,
    INC.	 
	 	 	 
	By:		 
	 	Guy
    Nissenson, President and CEO	 


 


 




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Annex
2.5.2


 





 







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Annex
2.5.3: UNANIMOUS WRITTEN CONSENT


OF


OF
THE SOLE DIRECTOR


OF


Creations
Inc.


(a
Delaware corporation)


 


The
undersigned, being the sole member of the Board of Directors (the “Board”) of Creations Inc., a Delaware corporation
(the “Corporation”), does hereby consent to the adoption of the following resolutions by written consent in lieu of
a meeting of the Board of Directors pursuant to the laws of the State of Delaware, effective as of July 1, 2019.


 


WHEREAS,
the Board deems it to be in the best interests of the Corporation and its stockholders to approve the Exchange Agreement made
and entered into as of July 1, 2019 and the issuance of an aggregate of 622,144 shares of common stock, $.001 par value per share
of Creations to the following individuals in the amounts set forth next to their respective names. Guy Nissenson (379,435), Ilan
Arad Keshet (80,903), Amit Bilia (80,903), and Shmuel Yelshevich (80,903), pursuant to applicable laws of the State of Delaware.


 


WHEREAS,
the Corporation shall file the amendment to the Certificate of Incorporation with the Secretary of State of Delaware.


 


NOW,
THEREFORE, it is hereby:


 


RESOLVED,
that the Amendment is hereby authorized and approved in all respects, and that the Corporation is hereby authorized to perform
its obligations under the Amendment; and it is further


 


RESOLVED,
that all actions, executions, and delivery of documents instruments and agreements taken by any officer of the Corporation
prior to this date relating to the purpose and intent of the foregoing resolution be, and they hereby are, in all respects approved,
ratified, confirmed and adopted as the official acts and deeds of the Corporation; and it is further


 


RESOLVED,
that this written consent may be delivered to the Corporation by facsimile or by an e-mail which contains a portable
document format (.pdf) file of an executed signature page; and it is further


 


RESOLVED,
that the Secretary or any other officer of this Corporation, be, and hereby is, authorized to certify as to the
adoption of any or all of the foregoing resolutions; and it is further


 


RESOLVED,
that the action taken by this consent shall have the same force and effect as if taken at a meeting of the Board of
Directors of the Corporation, duly called.


 


IN
WITNESS WHEREOF, this Written Consent has been signed by the sole director of the Company, to be effective on the date first
written above


 





	 	 
	Guy
    Nissenson, Sole Director	 


 







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Annex
2.5.4 – List of Shareholders of Creations Inc. 7-1-2019


 


	Guy Nissenson	 	379, 435	 
	Ilan Arad Keshet	 	80, 903	 
	Amit Bilia	 	80, 903	 
	ShmuelYelshevich	 	80, 903	 
	Total Shares Outstanding:	 	 	622,144	 



 




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Annex
4.5 – Sole Shareholder of Creations upon Closing


 


Mr.
Guy Nissenson, Israeli ID ____________


 




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