Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of June 24, 2020, by and among Save Foods, Inc.,
a Delaware corporation (the “Company”) and ___________ (The “Investor”). This SPA is replacing
a CLA signed with the investor on _________.


 


WHEREAS,
the Company desires to issue and sell to the Investor, and the Investor desire to purchase from the Company, upon the terms and
conditions stated in this Agreement, for an aggregate purchase price of up to ________ (the “Purchase Price”),
______ units at a price of $1.09 (the “Units”), each Unit consists of (i) one share of Common Stock (the “Purchased
Shares”); and (ii) one warrant to purchase one share of Common Stock with an exercise price of $1.20 (the “Warrants”),
in the form attached hereto as Appendix A (collectively the “Warrants”, and together with the Purchased
Shares, the “Purchased Securities”), on the terms and conditions set forth in the Warrants; and


 


WHEREAS,
the Investor desire to purchase and the Company desires to issue and sell to the Investor the Securities pursuant to the terms
and conditions more fully set forth in this Agreement. The legend on the stocks will include the OID – January 6 2020.


 


NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.
PURCHASE AND SALE OF SECURITIES.


 


1.1
Sale and Issuance of Securities. Subject to the satisfaction of certain closing conditions set forth in Sections 4 and
5 hereof at the Closing (as defined below), the Company shall issue and sell to the Investor, and such Investor shall purchase,
severally and not jointly, from the Company , an aggregate of 49,541 Units at a purchase price of US$1.09 per each Unit.


 


1.2
Closing. The consummation of the transactions contemplated hereby, including the purchase and sale of the Purchased Securities
(the “Closing”) shall take place remotely via the exchange of documents and signatures, on June 24, 2020,
with the OID January 6 2020 or at such other time and place as the Company and the Investor mutually agree upon (such designated
time and place, the “Closing Date”). The Closing shall be subject to the conditions of Section 4 and 5 below,
which conditions shall be deemed to take place simultaneously and no transaction described in such sections shall be deemed to
have been completed or any document delivered until all such transactions have been completed and all such required documents
delivered.


 


1.3
Closing Deliverables.


 


(a)
At the Closing, the Company shall deliver to the Investor:


 


(i)
Book-entry confirmations representing respective Purchased Shares issued to each Investor at the Closing in the name of each of
such Investor.


 


(ii)
The Warrants issued to each Investor at the Closing in the name of each of such Investor; and


 


1.4
Purchase Price. Upon the execution of this Agreement, each Investor shall, severally and not jointly, transfer to the Company,
its respective portion of the Purchase Price by wire transfer of immediately available funds according to the wire instructions
attached hereto as Schedule 1.5.


 


2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company hereby represents and warrants to each Investor that, the following representations are true, correct and complete as
of the date hereof and as of the Closing (as if made on the Closing Date); except, in each case, as to such representations and
warranties that address matters as of a particular date, which are true, correct and complete only as of such date. The Disclosure
Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained
in this Section ‎2, and the information set forth in any one in any section or subsection of the Disclosure Schedule shall
apply to and qualify (a) the representation and warranty set forth in this Agreement to which it corresponds, and (b) whether
or not an explicit reference or cross-reference is made, each other representation and warranty set forth in this Agreement for
which it is reasonably apparent on its face that such information is relevant to such other section.


 




    	 



    	 



    

 


In
this Agreement, “Material Adverse Effect” means a material and adverse effect on the assets, properties, conditions
(financial or otherwise), operating results or business of the Company, as currently conducted.


 


2.1
Subsidiary. The Company wholly-owns Save Foods Ltd., an Israeli company (the “Subsidiary”), and as of
the date of the Agreement, the Subsidiary is the only subsidiary of the Company. The Company owns, directly , all of the capital
stock or other equity interests of the Subsidiary free and clear of any lien, charge, pledge, security interest, encumbrance,
right of first refusal, preemptive right or other restriction, and all of the issued and outstanding share capital of the Subsidiary
is validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


2.2
Organization. The Company and the Subsidiary are each an entity duly incorporated or otherwise organized, validly existing
and in good standing (if applicable in such jurisdiction) under the laws of the jurisdiction of its incorporation or organization,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor the Subsidiary is in violation nor default of any of the provisions of its respective certificate of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiary is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a Material Adverse Effect on the legality, validity
or enforceability of any Transaction Document, (ii) a Material Adverse Effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiary, taken as a whole, or (iii) a Material Adverse
Effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.


 


2.3
Capitalization.


 


(a)
The authorized share capital of the Company will be on or immediately following to the Closing, as set forth in the Company’s
Certificate of Incorporation (the “COI”), and such number of Common Stock as set forth in the Capitalization
Table are or shall be (immediately following the Closing) issued and outstanding, which shall reflect as of the date hereof, he
number of shares of Common Stock issued to Investor pursuant to the Agreement,


 


(b)
The issued and outstanding shares of the Company were duly and validly authorized and issued, fully paid and non-assessable, and
offered and issued in compliance with the provisions of the COI as in effect at the time of each such issuance and in compliance
with all applicable corporate and securities laws.


 


(c)
Immediately prior to the Closing, no shares, options, warrants, rights (including conversion, preemptive rights, rights of first
refusal or similar rights) or agreements for the purchase from the Company of any of its stock capital, or any securities convertible
into or exchangeable for stock of the Company shall be outstanding,


 


(d)
Immediately prior to the Closing, no option, security or other equity award convertible or exercisable into stock of the Company
shall contain a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions
or other terms of such option,


 


(e)
The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or
series of its stock capital.


 




    	 



    	 



    

 


2.4
Authorization. All corporate action on the part of the Company, its directors and shareholders, necessary for the authorization,
execution and delivery of this Agreement and the other agreements, instruments or documents entered into in connection with this
Agreement and to which the Company is a party (collectively, the “Transaction Documents”) and for the performance
of all obligations of the Company under the Transaction Documents in accordance with their terms has been taken or will be taken
prior to the Closing. The Transaction Documents, when executed and delivered by the Company, and assuming the due authorization,
execution and delivery by the other parties hereto and thereto, constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies.


 


2.5
Valid Issuance. The Purchased Securities being or that may be issued to the Investor hereunder, when issued, sold and delivered
in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued, fully
paid, and non-assessable, issued in compliance with all applicable state securities laws, and free and clear of liens, pledges,
charges, encumbrances or other restrictions on transfer of any kind (including, without limitation, preemptive rights), other
than restrictions on transfer under this Agreement, the COI, the Company’s currently effective Bylaws (the “Bylaws”)
and under applicable securities laws and other than liens or encumbrances created by or imposed on each Investor as to itself.
The rights, privileges and preferences of the Purchased Securities are as stated in the COI and Bylaws, as may be amended from
time to time in accordance with its terms.


 


2.6
No Conflict; Consents. The execution, delivery and performance by the Company of this Agreement and the other Transaction
Documents to which it is a party, the issuance and sale of the Purchased Securities and the consummation by it of the transactions
contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the COI or Bylaws or other
organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, result in the creation of any lien, charge, pledge, security interest, encumbrance, right
of first refusal, preemptive right or other restriction, upon any of the properties or assets of the Company, or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company
is a party or by which any property or asset of the Company is bound or affected, or (iii) subject to the Required Approvals,
conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse Effect.


 


2.7
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) since the Company’s registration statement on Form 10 was determined effective (collectively, the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports
prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the U.S. Securities and Exchange Commission (the “Commission”) with respect thereto as in
effect at the time of filing. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles
in the U.S. (“US GAAP”), except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by US GAAP, and fairly present in all material
respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 




    	 



    	 



    

 


2.8
Continued Quotation. The Company is, and has no reason to believe that it will not in the foreseeable future continue to
be, in compliance with all such quotation and maintenance requirements of the “Pink Sheets” published and maintained
by OTC Markets Group, Inc., and shall make commercial best efforts to maintain such compliance.


 


2.9
Financial Statements; No Undisclosed Liabilities.


 


(a)
The Company has no liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course
of business, which, individually and in the aggregate, do not exceed US$200,000; (ii) obligations under contracts and commitments
incurred in the ordinary course of business including debt of the Subsidiary to the parent company of the Company in the principal
amount of US$500,000; (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in its financial
statements, which, individually and in the aggregate do not exceed US$100,000;


 


(b)
The Company is not a guarantor or indemnitor of any debt or obligation of another, nor has the Company given any loan, security
or otherwise agreed to become liable for any obligation of any person. No person has given any guarantee of, or security for,
any obligation of the Company. The Company did not extend any loans or advances to any person, other than advances for expenses
to its employees in the ordinary course of business.


 


2.10
Assets and Properties. Both the Company and the Subsidiary have good and marketable title to all of the tangible or personal
properties and assets owned by the Company and the Subsidiary, which are material to the business of the Company or the Subsidiary
as currently conducted, and such properties and assets are free and clear of all mortgages, deeds of trust, liens, pledges, charges,
security interests, conditional sale agreement, loans and encumbrances, except for statutory liens for the payment of current
taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially
impair the Company’s or the Subsidiary’s ownership or use of such property or assets. With respect to the tangible
property and assets it leases, the Company and the Subsidiary are in compliance in all material respects with such leases and,
to its knowledge, holds a valid leasehold or license interest free of any liens, pledges, charges, security interest, claims or
encumbrances, other than those of the lessors of such property or assets. The Company and the Subsidiary do not own any real property.


 


2.11
Intellectual Property. The Company and the Subsidiary have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property
rights and similar rights for use in connection with their respective businesses and which the failure to so have could have a
Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor the Subsidiary
have received a notice (written or otherwise) that any of, the material Intellectual Property Rights has expired, terminated or
been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither
the Company nor the Subsidiary have received, since Jan 1, 2019, a written notice of a claim or otherwise has any knowledge that
the Intellectual Property Rights violate or infringe (and will not infringe) upon the rights of any Person, except as could not
have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and the Subsidiary have taken reasonable security measures to protect the secrecy, confidentiality and value of all of
their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it or the Subsidiary from having
valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that either it or the Subsidiary
lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct
its business. For purposes of this Section, “knowledge”, including the phrase “to the Company’s knowledge”
(or similar phrases), when used in this Section 2.11 (Intellectual Property) shall mean the actual knowledge of the Company,
without conducting any patent search, freedom to operate, infringement, or any similar search.


 




    	 



    	 



    

 


2.12
Labor Matters.


 


(a)
The Company and the Subsidiary have complied, in all material respects, with all applicable employment laws, policies, procedures
and agreements relating to employment, and terms and conditions of employment. The Company and the Subsidiary have paid in full
to all of its respective employees and consultants all wages, salaries, commissions, bonuses, benefits and other compensation
due and payable to such employees or consultants on or prior to the date of this Agreement. The Company and the Subsidiary have
complied in all material respects with the applicable laws relating to the proper withholding and remittance to the proper tax
and other authorities of all sums required to be withheld from employees or persons deemed to be employees under applicable laws.
To the Company’s knowledge, all persons classified by the Company or the Subsidiary as consultants or contractors thereof
are correctly classified as such and not as employees for any purpose. The Company’s and the Subsidiary’s liability
for any obligations to pay any amount of severance payment, pension, accrued vacation, and other social benefits and contributions,
under applicable law or contract, or any other payment of substantially the same nature, is fully funded by deposit of funds in
severance funds, pension funds, managers insurance policies or provident funds (and if not required to be so funded) adequate
provisions have been made in the Company’s Financial Statements.


 


(b)
Neither the Company nor the Subsidiary is a party to, bound by or subject to, and no employee of the Company or the Subsidiary
benefits from, any collective bargaining agreement, collective labor agreement, extension orders (tzavei harchava) (other
than extension orders that apply to all employees in Israel generally), or other contract or arrangement with a labor union, trade
union or other organization or body, to provide benefits or working conditions beyond the minimum benefits and working conditions
required by applicable law. No labor union has requested or has sought to represent any of the employees, representatives or agents
of the Company or the Subsidiary, nor is the Company or the Subsidiary aware of any labor organization activity involving its
employees. There is no strike or other labor dispute involving the Company or the Subsidiary pending or, to the Company’s
knowledge, threatened.


 


2.13
Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in
a Material Adverse Effect, the Company and the Subsidiary each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Except
as disclosed in SEC Reports, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and neither the officers of the Company nor the Subsidiary know of no basis for any such claim.


 


2.14
Governmental Grants. Neither the Company nor the Subsidiary have applied, obtained or received any grant, loan, incentives,
benefits (including tax benefits), subsidies or other assistance from any governmental or regulatory authority or any agency,
or any international or bilateral fund, institute or organization or public entities or authorities.


 


2.15
Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or, to the Company’s knowledge,
investigation pending, or, to the Company’s knowledge, currently threatened in writing against the Company or the Subsidiary,
any of its properties, or any officer, director or employee of the Company or the Subsidiary, including, without limitation, arising
out of their employment or board relationship with the Company or the Subsidiary or in their capacity as such, or that questions
the validity of the Transaction Documents or the right of the Company to enter into them, or to consummate the transactions contemplated
by the Transaction Documents.


 


2.16
Insurance. The Company and the Subsidiary are covered by insurance with respect to its properties and business.


 


2.17
Disclosure. No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule,
and no certificate furnished or to be furnished to Investor at the Closing contains any untrue statement of a material fact or,
to the Company’s knowledge, omits to state a material fact necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made.


 




    	 



    	 



    

 


3.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.


 


Each
of the Investor, severally and not jointly, hereby represents and warrants, with respect to itself only, that the following representations
are true, correct and complete as of the date hereof and as of the Closing (as if made on the Closing Date); except, in each case,
as to such representations and warranties that address matters as of a particular date, which are given only as of such date:


 


3.1
Authorization; Organization. The Investor is duly organized, validly existing and, if applicable, in good standing under
the laws of the jurisdiction in which it has been incorporated and has full power and authority to enter into the Transaction
Documents. The Transaction Documents to which the Investor is a party, when executed and delivered by the Investor, and assuming
the due authorization, execution and delivery by the other parties hereto and thereto, constitute valid and binding obligations
of the Investor, enforceable against the Investor in accordance with their respective terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained
herein, as may be limited by applicable securities laws.


 


3.2
No Conflict; Consents. The execution, delivery and performance by the Investor of the Transaction Documents to which it
is a party and the consummation of the transactions contemplated by such Transaction Documents do not and will not (a) result
in any conflict with, or a breach or violation, with or without the passage of time and giving of notice, of any of the terms,
conditions or provisions of, or give rise to rights to others (including rights of termination, cancellation or acceleration)
under: (i) the governing documents of the Investor; (ii) any judgment, injunction, order, writ, decree or ruling of any court
or governmental authority, domestic or foreign, to which the Investor is subject; (iii) any material contract or agreement, lease,
license or commitment to which the Investor is a party or by which it is bound; (iv) any applicable law; or (b) require the consent,
approval or authorization of, registration, qualification or filing with, or notice to any person or any federal, state, local
or foreign governmental authority or regulatory authority or agency, on the part of the Investor, which has not heretofore been
obtained or made or will be obtained or made prior to Closing.


 


3.3
Purchase Entirely for Own Account. The Purchased Securities will be acquired for investment for the Investor’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Investor has
no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor does not presently
have any contract, undertaking, agreement or arrangement to sell, transfer or grant participation rights to any person with respect
to any of the Purchased Securities. The Investor has not been formed for the specific purpose of acquiring the Purchased Securities.


 


3.4
Disclosure of Information. The Investor has had an opportunity to discuss the Company’s business, operations, properties,
prospects, technology, plans, management, financial affairs and the terms and conditions of the offering of the Purchased Securities
with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however,
does not limit, modify or qualify the representations and warranties of the Company in Section ‎2 of this Agreement or the
right of the Investor to rely thereon. The Investor acknowledges that any projections provided (if any) by the Company are uncertain
in nature, and that some or all of the assumptions underlying such projections may not materialize or will vary significantly
from actual results.


 


3.5
Investment Experience; Accredited Investor; Non-U.S. Person. The Investor is an investor in securities of companies in
the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has
such knowledge and experience in financial or business matters that it is capable of evaluating and understanding the merits and
risks of the investment in the Purchased Securities. The Investor is either (i) an accredited investor as defined in Rule 501(a)
of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) a
Non U.S. Person as defined under Regulation S promulgated under the Securities Act. To the extent that the Investor is a non U.S.
Person, such Investor (x) is not acquiring Purchased Securities for the account or benefit of any U.S. Person, (y) is not, at
the time of execution of this Agreement, and will not be, at the time of the Closing, in the United States and (z) is not a “distributor”
(as defined in Regulation S promulgated under the Securities Act).


 




    	 



    	 



    

 


3.6
Restricted Securities. The Purchased Securities have not been and will not be registered under the Securities Act or any
state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state
securities laws or unless an exemption from such registration requirements is available. Investor is aware that, except as set
forth herein, the Company is under no obligation to effect any such registration or to file for or comply with any exemption from
registration. The sale and issuance of the Purchased Securities have not been registered under the Securities Act by reason of
a specific exemption from registration which depends upon, among other things, the accuracy of the Investor’s representations
as expressed herein.


 


3.7
Legends. The Purchased Securities, and (if applicable) any securities issued in respect of or exchange for the foregoing
may be notated with the following or a similar legend as well as other legends as may be required by applicable securities laws:
“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER OF SUCH SHARES MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


3.8
Exculpation among Investor. The Investor is not relying upon any other Investor in making its investment or decision to
invest in the Company. Neither of the other Investor nor the respective controlling persons, officers, directors, partners, agents,
employees or legal or other advisors of any such other Investor shall be liable to the Investor for any action heretofore taken
or omitted to be taken by any of them in connection with the purchase of the Purchased Securities.


 


4.
CONDITIONS OF INVESTOR’ OBLIGATIONS AT CLOSING.


 


The
obligations of each Investor to purchase the Purchased Securities at the Closing are subject to the fulfillment on or before the
Closing of each of the following conditions, unless otherwise waived in writing by the Majority Investor:


 


4.1
Representations and Warranties. The representations and warranties of the Company in Section 2 of this Agreement shall
have been true in all respects on and as if made as of the Closing.


 


4.2
Performance. The Company shall have performed and complied, in all respects, with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by it on or before the Closing.


 


4.3
Delivery of Documents. All of the documents to be delivered by the Company pursuant to Section 1.5, shall have been in
a form as attached to this Agreement, or, if not attached, in a form and substance satisfactory to the Investor and shall have
been delivered to the Investor.


 


5.
CONDITIONS OF THE COMPANY’S OBLIGATIONS AT CLOSING.


 


The
obligations of the Company to the Investor under this Agreement are subject to the fulfillment on or before the Closing, of each
of the following conditions, unless otherwise waived in writing by the Company:


 


5.1
Representations and Warranties. The representations and warranties contained in Section ‎3 shall have been true in
all respects on and as if made as of the Closing.


 


5.2
Performance. Each of the Investor shall have performed and complied, in all respects, with all agreements, obligations
and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.


 


6.
AFFIRMATIVE COVENANTS BY THE COMPANY.


 


6.1
Use of Proceeds. The Company will use the Purchase Price for general working capital purposes.


 


6.2
Conduct of the Business between Signing and Closing. Except as otherwise expressly provided by this Agreement or with the
prior written consent of each of the Investor individually (which consent shall not be unreasonably withheld or delayed), the
Company shall (i) conduct its business in the ordinary course of business, consistent with prior practice; (ii) comply with legal
requirements applicable to the operation of its business and pay applicable taxes as due; (iii) maintain its books, accounts and
records in the ordinary course of business; and (iv) not take any other action that would result in a breach of any of the representations,
warranties or covenants made by the Company in this Agreement or that would adversely affect its ability to consummate the transactions
contemplated by this Agreement.


 




    	 



    	 



    

 


7.
INDEMNIFICATION.


 


7.1
Effectiveness; Survival.


 


(a)
Each Investor has the right to fully rely upon all representations, warranties and covenants of the Company, for which the Company
shall be held responsible (the “Indemnitor”) contained in or made pursuant to this Agreement and in the schedules
attached hereto. Unless otherwise set forth in this Agreement, the representations and warranties of the Company contained in
or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof
made by or on behalf of any Investor.


 


(b)
The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution
and delivery of this Agreement and the Closing, until (1) in case of Section 2.11 (Intellectual Property), until the 30th
months anniversary of the Closing Date; (2) in case of Sections 2.2 (Organization), 2.4 (Authorization) and
2.6 (No Conflict; Consents), until the expiration of the applicable statute of limitation period; and (3) other than as
set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore
un-asserted claims as set forth in clause (d) below;


 


(c)
In respect to Section 7.1(b) above, no limitation shall apply to breach of any representation or warranty which constitutes fraud
or willful misrepresentation by the Company (“Fraud”). The applicable survival period shall be referred to,
as applicable, as the “Claims Period”.


 


(d)
Except for Fraud, the Company shall have any liability with respect to any breach of representation and warranty, unless a claim
is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation
and warranty shall survive as to that claim until the claim has been finally resolved.


 


(e)
It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations
and warranties, and this Section ‎7.1 constitutes a separate written legally binding agreement among the parties hereto
in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.


 


7.2
Indemnification.


 


(a)
Indemnifiable Losses. The Indemnitor shall indemnify each Investor (including its shareholders, limited and general partners
directors and officers) (each, an “Indemnitee”) against, and hold each Indemnitee harmless from all claims,
actions, suits, settlements, damages, expenses (including, reasonable legal costs and expenses), losses, or costs sustained or
incurred by such Indemnitees (collectively, “Losses”) resulting from, or arising out of, a breach or misrepresentations
of any the Indemnitor’s representations, warranties or covenants made in this Agreement, subject to the limitations in this
Section ‎7.


 


(b)
Limitations. The Indemnitee’s right for indemnification hereunder is subject to the following conditions and limitations,
notwithstanding anything to the contrary in this Agreement, but in to any other limitation or condition contained herein; provided,
however, no limitation shall apply to Fraud:


 


(i)
Other than in respect of the Fundamental Representations, no Indemnitor shall be liable for any Loss, unless and until the aggregate
of Losses equal or exceeds US$100,000, in which case indemnification shall be made from the first dollar amount.


 


(ii)
The Indemnitor’s liability shall be limited with respect to each Investor to the respective portion of Purchase Price of
such Investor at the Closing and each Indemnitee shall be entitled to receive a pro rata share of the indemnifiable Loss, based
on the respective portion of such Investor of the Purchase Price as of the Closing.


 




    	 



    	 



    

 


(c)
Claims Notice; Third Party Claims. In the event that an Indemnitee wishes to assert a claim for indemnification hereunder
it shall give the Indemnitor a prompt written notice thereof (a “Claims Notice”), which shall describe in reasonable
detail the facts and circumstances upon which the asserted claim for indemnification is based and thereafter keep the Indemnitor
informed, in all material respects, with respect thereto. In the event that such Claims Notice results from a third party claim
against the Indemnitee, such Indemnitee shall promptly upon becoming aware of the commencement of proceedings by such third party
provide the Indemnitor with the Claims Notice and the Indemnitor shall have the right to assume the defense thereof (at Indemnitor’s
expense) with counsel mutually satisfactory to the parties; provided, however, that the Indemnitees shall have the right
to retain their own counsel, at the reasonable expense of the Indemnitor, and within the indemnification limitations herein, if
representation of all parties by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing
interests between the parties in such proceeding. Failure of the Indemnitees to give prompt notice or to keep it informed, as
provided herein, shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor
is actually and materially prejudiced by such failure. The Indemnitor shall not be liable nor shall it be required to indemnify
or hold harmless the Indemnitee in connection with any settlement effected without its consent in writing, which shall not be
unreasonably withheld or delayed.


 


(d)
Sole Remedy. The indemnification provided by the Indemnitor hereunder and the enforcement of such indemnification shall
be the exclusive remedy available to the Indemnitees under this Agreement, other than for Fraud; provided that this provision
does not limit the right to seek specific performance, a restraining order or injunctive relief with respect to any provision
of this Agreement.


 


8.
MISCELLANEOUS.


 


8.1
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.


 


8.2
Entire Agreement. This Agreement (including the exhibits and schedules hereto) and the other Transaction Documents constitute
the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and supersede all
prior agreements and understandings, both written and oral, among any of the parties hereto, with respect to the subject matter
hereof (with no concession being made as to the existence of any such prior agreements or understandings).


 


8.3
Amendment; Waiver. Except as explicitly set forth herein, any term of this Agreement may be amended only with the written
consent of both the Company and the Majority Investor, provided that any amendment amending an Investor’s respective portion
of the Purchase Price to be invested at the Closing, or any amendment that has a disproportionate and adverse effect on specific
Investor(s) (as compared to other Investor), shall require also such specific Investor’s prior written consent. The observance
of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only
by the prior written consent of the party against which enforcement of such waiver shall be sought (and in case enforcement will
be sought against the Investor, of the Majority Investor). Any amendment or waiver effected in accordance with this Section ‎8.3
shall be binding upon the Investor and each transferee of the Purchased Securities, each future holder of all such securities
and the Company.


 


8.4
Assignment; Successors and Assigns. None of the rights, privileges or obligations set forth in, arising under, or created
by this Agreement may be assigned or transferred by an Investor, without the prior written consent of the Company. Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


8.5
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with to the laws of the State
of Israel, disregarding its conflict of laws rules. Any dispute arising under or in relation to this Agreement shall be resolved
exclusively in the competent court located in Tel Aviv-Jaffa, Israel and each of the parties hereby irrevocably submits to the
exclusive jurisdiction of such court. Each of the parties hereto (i) consents to submit itself to the exclusive jurisdiction of
the abovementioned courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement,
(ii) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from the abovementioned
court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement
in any court other than the abovementioned court, and (iv) irrevocably consents to service of process in the manner provided by
Section ‎8.6 or as otherwise provided by applicable law.


 




    	 



    	 



    

 


8.6
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt, or (i) when delivered, if sent by personal delivery to the party
to be notified, (ii) when sent, if sent by electronic mail or facsimile (with electronic conformation of delivery) on a business
day and during normal business hours of the recipient, and otherwise on the first business day in the place of recipient, (iii)
five (5) business days after having been sent, if sent by registered or certified mail, return receipt requested, postage prepaid,
or (iv) one (1) business day after deposit with an internationally recognized overnight courier, freight prepaid, specifying next
business day delivery, with written confirmation of receipt. All communications shall be sent to the respective parties at their
address or contact details as set forth below, or to such address or contact details as subsequently modified by written notice
given in accordance with this Section 8.6 or, in the case of the Investor, as used for purposes of sending shareholders’
notices by the Company.


 


	If
    to the Company:	Habarzel 7, Tel Aviv, Israel 6971011 
	 	Attention:	Dan
    Sztybel
	 	Telephone:	+972-72-2116144
	 	E-mail:	dan@savefoods.co
	 	 	 
	 	with a mandatory copy to (which shall not constitute a notice):
	 	 	 
	 	Meitar Law Offices


16 Abba Hillel St., Ramat-Gan, Israel



	 	Attention:	Dr.
    Shachar Hadar, Adv.
	 	Telephone:	+972-3-6103961
	 	E-mail:	shacharh@meitar.com
	 	 	 
	If
    to the Investor:	as set forth on the signature page hereto/Exhibit A


 


8.7
Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party to this Agreement upon any breach or default of any other party under this Agreement, shall impair any such right,
power or remedy of such non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed
a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of any kind
or character on the part of any party 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 party to this Agreement,
shall be cumulative and not alternative.


 


8.8
Interpretation. 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 words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. Unless the context requires otherwise, the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety, and not to any particular provision hereof, and all references herein to Sections shall be
construed to refer to Sections to this Agreement. Reference to “governmental authorities” (or similar terms) shall
include any: (a) nation, principality, state, commonwealth, territory, county, municipality, district or other jurisdiction of
any nature, (b) federal, state, local, municipal, foreign or other government, (c) governmental, quasi-governmental or regulatory
body of any nature, including any governmental division, subdivision, department, agency, bureau, branch, office, commission,
council, board, instrumentality, organization, unit, or body, or (d) court, public or private arbitrator or other public tribunal.
Reference to a “person” shall mean any individual, corporation, partnership, limited liability company, firm, joint
venture, association, joint-stock company, trust, estate, unincorporated organization, governmental authority or other entity,
including, any party to this Agreement. Any reference to a “day” or a number of days (without explicit reference to
“business days”) shall be interpreted as a reference to a calendar day or number of calendar days, and if any action
is to be taken or given on or by a particular calendar day, and such calendar day is not a business day, then such action may
be deferred until the first business day thereafter (where “business day” shall mean any day on which banking institutions
in Tel-Aviv-Jaffa, Israel are generally open to the public for conducting business and are not required by law to close).


 


8.9
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be enforceable in accordance with its terms and interpreted
so as to give effect, to the fullest extent consistent with and permitted by applicable law, to the meaning and intention of the
excluded provision.


 


8.10
Counterparts. This Agreement and any Transaction Document may be executed in one or more counterparts, all of which together
shall constitute one and the same instrument, binding and enforceable against the parties so executing the same; it being understood
that all parties need not sign the same counterpart. Counterparts may also be delivered by facsimile or email transmission (in
pdf format or the like, or signed with docusign, e-sign or any similar form of signature by electronic means) and any counterpart
so delivered shall be sufficient to bind the parties to this Agreement or any other Transaction Document, as an original.


 


-
Signature Pages Follow -


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this SECURITIES PURCHASE AGREEMENT to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	SAVE
    FOODS, INC.
	 	 	 
	 	By:	    
	 	Name:	Dan
    Sztybel
	 	Title:	Chief
    Executive Officer


 


[Company
Signature Page to Securities Purchase Agreement]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this SECURITIES PURCHASE AGREEMENT as of the date first written above.


 


INVESTOR:


 


Signature:
__________________________


 


Name:


Title:


 


Investment
Amount:


 


[Investor
Signature Page to Securities Purchase Agreement]