Exhibit
10.5


 


THIS
SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).


 


THE
SHARES THAT ARE SUBJECT TO THIS SUBSCRIPTION AGREEMENT IN RELIANCE ON REGULATION S (THE “SUBSCRIPTION AGREEMENT”)
HAVE NOT BEEN REGISTERED UNDER THE ACT, OR ANY U S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH
THE ACT.


 


TECHCARE
CORP.


(A
Delaware corporation)


 


SUBSCRIPTION
AGREEMENT


DATED:
November 14, 2017 (the “Effective Date”)


 


1.
The Offering


 


1.1
On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement,
Y.M.Y Industry Ltd., an Israeli Corporation, of 38 Yefet St., Tel Aviv-Yafo, Israel (the “Investor”)
hereby agrees to subscribe for and purchase 892,857 shares of common stock, par value $0.0001 (the “Shares”)
offered by TechCare Corp., a Delaware corporation with offices located at 1140 Avenue of the Americas, New York, NY 10036 (the
“Company”), at a purchase price of US$ 0.224 per Share (the “Share Purchase Price”), reflecting
70% of the VWAP for the five trading days prior to signing, all pursuant to the terms and conditions set forth in this Subscription
Agreement.


 


1.2
The undersigned Investor understands that this Offering by the Company is being made only to persons/institutions who are not
U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the United States Securities and Exchange Commission (“SEC”)
under the Securities Act of 1933, as amended (the “Act”) and that the Company will not offer Shares nor accept
subscriptions from any person and/or entity that is not a U.S. Person as defined in Rule 902 of Regulation S.


 


1.3
On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the
Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to
accept the subscription and sell to the undersigned the Shares subscribed for herein.


 


1.4
Subject to the terms hereof, this Subscription Agreement will be effective upon receipt by the Company of the proceeds equal to
the Share Purchase Price multiplied by the number of Shares subject to this Subscription Agreement (the “Subscription
Proceeds”).


 


1.5
Within seven (7) days of from the receipt of the Subscription Proceeds by the Company, the Company shall deliver to the Investor
book entry confirmation representing the number of Shares purchased by the Investor. The Shares shall be registered on the books
of the Company as follows: Y.M.Y Industry Ltd., of 38 Yefet St., Tel Aviv-Yafo, Israel.


 


2.
Payment of Share Purchase Price


 


The
Investor understands that the Subscription Proceeds are payable to the Company by electronic wire transfer of US$200,000 pursuant
to the Company’s wiring instructions to be provided thereto.


 


3.
Documents/Deliveries Required from the Investor


 


3.1
The Investor understands and agrees that as a condition to the Company’s acceptance of this subscription, the undersigned
will complete, sign and return to the Company an executed copy of this Subscription Agreement together with any and all attachments
hereto.


 


3.2
The Investor will complete, sign and return to the Company as soon as possible, on request by the Company, any other documents,
questionnaires, notices and undertakings as may be reasonably required by regulatory authorities and applicable law.


 




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3.3
The Investor will pay/deliver the Subscription Proceeds to the Company as provided in Section 2 above subject to the Company’s
execution and acceptance of this Subscription Agreement.


 


4.
Acknowledgements of Investor


 


4.1
The Investor acknowledges and agrees that:


 


(i)
the Shares being offered have not been registered under the Act, or under any state securities or “blue sky” laws
of any state of the United States, and, unless so registered, the Shares may neither be offered nor sold in the United States
or, directly or indirectly, to U.S. Persons, as that term is defined in Rule 902 of Regulation S under the Act, except in accordance
with the provisions of Regulation S, pursuant to an effective registration statement under the Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Act;


 


(ii)
the Investor acknowledges that the Company has not undertaken, and will have no obligation, to register the under the Act;


 


(iii)
the decision to execute this Subscription Agreement has not been based upon any oral or written representation as to fact or otherwise
made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is
hereby acknowledged) which has been filed by the Company with the SEC under the Securities Exchange Act of 1934 (collectively,
the “Exchange act Reports”);


 


(iv)
no securities commission or similar regulatory authority has reviewed or passed on the merits of an investment in the Shares;


 


(v)
there is no government or other insurance covering any investment in the Shares;


 


(vi)
there are risks associated with an investment in the Shares, as more fully described in certain information forming part of the
Exchange Act Reports;


 


(vii)
the Investor has had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the
Offering and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary
to verify the accuracy of the information about the Company;


 


(viii)
the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality
restrictions, by the Investor during reasonable business hours at its principal place of business, and all documents, records
and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Investor,
the Investor’s attorney and/or advisor(s), if any;


 


(ix)
there is no guarantee that the Shares will be listed on any stock exchange or automated dealer quotation system and no representation
has been made to the Investor that the Shares will be listed on any stock exchange or automated dealer quotation system;


 


(x)
the Shares are assignable only with the prior written consent of the Company, which consent will not be unreasonably denied, provided
that any such transfer is made in accordance with the provisions of Regulation S, pursuant to an effective registration statement
under the Act or pursuant to an available exemption from the registration requirements of the Act; and


 


(xi)
this Subscription Agreement is not enforceable by the Investor unless it has been accepted by the Company.


 


5.
Representations, Warranties and Covenants of the Investor


 


5.1
The Investor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants
will survive the execution and delivery of this Subscription Agreement) that:


 


(i)
the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions
required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws
of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained
to authorize execution and performance of this Subscription Agreement on behalf of the Investor;


 


(ii)
entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of
the terms and provisions of any law applicable to, or the corporate documents of, the Investor or of any agreement, written or
oral, to which the Investor may be a party or by which the Investor is or may be bound;


 


(iii)
the Investor has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the
Investor enforceable against the Investor;


 


(iv)
the Investor is not a U.S. Person;


 




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(v)
the Investor is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;


 


(vi)
the Investor is resident of the jurisdiction set out under the heading “Name and Address of Investor” on the signature
page of this Subscription Agreement;


 


(vii)
the Investor is and will be outside the United States when receiving and executing this Subscription Agreement and is acquiring
the Shares as principal for the Investor’s own account (except for the circumstances outlined in paragraph 5.1), for investment
purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in the Shares;


 


(ix)
the Investor is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it
has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;


 


(x)
the Investor is not an underwriter of, or dealer in, the Shares of the Company, nor is the Investor participating, pursuant to
a contractual agreement or otherwise, in the distribution of the Shares;


 


(xi)
the Investor:


 


(a)
is able to fend for itself in connection with the Offering; and


 


(b)
has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment
in the Company’s Shares offered hereby; and


 


(c)
has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;


 


(xii)
if the Investor is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Investor has sole investment
discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account, and the investor accounts, if any, for which the Investor acts as a fiduciary or agent satisfy
the definition of an “Accredited Investor”, as the term is defined in Rule 501 of Regulation D under the Act;


 


(xiii)
the Investor acknowledges that the Investor has not acquired the Shares as a result of, and will not itself engage in, any “directed
selling efforts” (as defined in Regulation S under the Act) in the United States in respect of any of the Shares which would
include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the Shares, provided, however, that the Investor may sell or otherwise
dispose of any of the Shares pursuant to an effective registration statement under the Act and any applicable state securities
laws or under an exemption from such registration requirements and as otherwise provided herein;


 


(xiv)
the Investor acknowledges that:


 


(a)
he has not received nor is he aware of any advertisement of any of the Shares;


 


(b)
no person has made to the Investor any written or oral representations that any person will resell or repurchase any of the Shares;
and


 


(c)
no person will refund the purchase price of any of the Shares.


 


6.
Conditions Precedent.


 


The
undertaking of the Investors shall be subject to and contingent upon the following:


 


6.1
Prior to the Effective Date, the Company shall have secured all permits, consents and authorizations that shall be necessary or
required lawfully to consummate this Subscription Agreement and to issue Shares in accordance with the terms of this Subscription
Agreement. The Company has all requisite corporate power to own and operate its property and assets, to perform all its obligations
under all agreements and instruments to which it is a party or by which it is bound, and to carry on the business of the Company
as presently conducted and as proposed to be conducted. The Company is in compliance with all applicable laws, including all laws
pertaining to it as a public company. All issued and outstanding shares of the Company have been duly authorized, and are validly
issued and outstanding and fully paid and non-assessable. The Shares, when issued in accordance with this Subscription Agreement,
will be duly authorized, validly issued, fully paid, non-assessable, and free of any preemptive rights, and will have the rights,
preferences, privileges, and restrictions set forth in the Certificate of Incorporation of the Company, and will be issued free
and clear of any liens, claims,encumbrances or third party rights of any kind and duly registered in the name of the Investor
in the Company’s register of members.


 


6.2
The Company has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the
Investor enforceable against the Investor.


 


6.3
The acquisition of and subscription for the Shares by the Investor as contemplated in this Subscription Agreement complies with
or is exempt from the applicable securities legislation of the jurisdiction of residence of the Investor.


 




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6.4
The conversion of the funds in the amount of US$200,000 provided to the Company by the Investor under that certain Advance Investment
Agreement, dated October 17, 2017, into Shares at the Share Purchase Price, concurrently with the consummation of this Subscription
Agreement.


 


7.
Acknowledgement and Waiver


 


The
Investor has acknowledged that the decision to subscribe for and purchase the Shares was solely made on the basis of publicly
available information contained in the Exchange Act Reports. The Investor hereby waives, to the fullest extent permitted by law,
any rights of withdrawal, rescission or compensation for damages to which the Investor might be entitled in connection with the
distribution of any of the Shares.


 


8.
Restrictive Legend on Subject Securities


 


8.1
The Investor hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the
applicable securities laws and regulations, certificates or book entry forms evidencing the Shares will bear a legend in substantially
the following form:


 


THE
SECURITIES REPRESENTED BY THE SHARES HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).


 


NONE
OF THE SHARES HAVE BEEN REGISTERED UNDER THE ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S UNDER THE ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE ACT.


 


8.2
The Investor hereby acknowledges and agrees to the Company making a notation on its records in order to implement the restrictions
on transfer set forth and described in this Subscription Agreement.


 


9.
Costs


 


The
Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of
any counsel or other professional retained by the Investor) relating to the purchase of the Shares will be borne by the Investor.


 


10.
Governing Law


 


This
Subscription Agreement is governed by the laws of the State of New York. The Investor, in his personal or corporate capacity and,
if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably agrees to the jurisdiction of the courts
of the State of New York.


 


11.
Survival


 


This
Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, will survive
and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of
the Shares by the Investor pursuant hereto.





 


12.
Assignment


 


This
Subscription Agreement is transferable or assignable only with the prior written consent of the Company, which consent will not
be unreasonably denied.


 


13.
Severability


 


The
invalidity or unenforceability of any particular provision of this Subscription Agreement will not affect or limit the validity
or enforceability of the remaining provisions of this Subscription Agreement.


 




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14.
Entire Agreement


 


Except
as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided
for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares
and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute
or common law, by the Company or by anyone else.


 


15.
Notices


 


All
notices here under will be in writing and will be deemed to have been duly given if mailed or transmitted by any standard form
of telecommunication. Notices to the Investor will be directed to the address on the Investor’s signature page and notices
to the Company will be directed to it at the address first set forth above unless another address will be provided to the Investor
by the Company in writing.


 


16.
Counterparts and Electronic Means


 


This
Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute
an original and all of which together will constitute one instrument. Delivery of an executed copy of this Subscription Agreement
by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.


 



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IN
WITNESS WHEREOF the Investor has duly executed this Subscription Agreement as of the date of acceptance by the Company.


 


	 	Y.M.Y
    Industry Ltd.	 
	 	(Name
    of Investor)	 
	 	 	 
	 	/s/
    Zvi Yeminin	 
	 	(Signature
    of Investor)	 
	 	 	 
	 	38
    Yefet St., Tel Aviv-Yafo, Israel	 
	 	(Address
    of Investor)	 


 




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A
C C E P T A N C E


 


The
above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by TechCare Corp. DATED this 14th
day of November, 2017.


 


	TechCare
    Corp.	 
	 	 
		/s/
                                         Shlomi Arbel



	 
	Name:
    	Shlomi
    Arbel	 
	Title:
    	Chief
    Executive Officer	 


 




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