Exhibit 10.7


 


ACTELIS NETWORKS INC.


 


SERIES A PREFERRED
STOCK PURCHASE AGREEMENT


 


THIS SERIES A PREFERRED STOCK
PURCHASE AGREEMENT (the “Agreement”) is made as of January 27, 2015 by and between Actelis Networks Inc., a Delaware
corporation (the “Company”) and the investors (including certain existing stockholders of the Company) listed on Exhibit
A hereto (the “Investors”). The Company and the Investors are referred to, collectively herein as the “Parties”
and separately as a “Party”.


 


BACKGROUND


 


Whereas,
as a condition to the Closing (as defined below), the Investors wish that the Company shall reorganize its capital stock such that all
holders of Preferred Stock and holders of other rights to receive Preferred Stock shall convert their shares and rights to shares of
Common Stock of the Company and thereafter the Investors shall purchase newly authorized Series A Convertible Preferred Stock of the
Company (the “Preferred A Shares”); and


 


Whereas,
the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company
to raise capital by means of the issuance of Preferred A Shares; and


 


Whereas,
each of the Investors desires to purchase, and the Company desires to issue and sell, such number of Preferred A Shares as set forth
opposite to each such Investor’s name in Exhibit A, under the terms and conditions of this Agreement; and


 


Now
Therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations,
warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:


 


		1.	Sale and Purchase of the Preferred A Shares.
                                            



 


		1.1.	Authorization. The Company will,
                                            prior to the Closing (as defined below), authorize the sale and issuance of the Purchased
                                            Shares (as defined below), having the rights, privileges and preferences as set forth in
                                            the Company’s Amended Certificate of Incorporation (the “Amended Certificate”)
                                            in the form attached hereto as Schedule 1.1.



 


		1.2.	Sale of Shares. Subject to the
                                            terms and conditions of this Agreement, at the Closing the Company shall issue and allot
                                            to the Investors, and the Investors shall purchase from the Company, an aggregate number
                                            of up to 229,357,800 Preferred A Shares, according to the allocation set forth in Exhibit
                                            A (the “Purchased Shares”), at an aggregate purchase price for
                                            the Preferred A Shares not to exceed US$ 3,000,000 (the “Purchase Price”)
                                            at a price per share equal to US$0.01308 (the “PPS”) reflecting a pre-money
                                            valuation of the Company (on a fully-diluted basis) of US$1,687,500 and constituting immediately
                                            after the Closing (assuming the maximum Purchase Price was paid) 64.29% of the Company’s
                                            capital Stock, on an as converted and fully diluted basis (after reserving the New Pool (as
                                            defined below)). The capitalization table of the Company pre-Closing and post-Closing (on
                                            a fully diluted basis) is attached hereto as Schedule 1.2 (the “Capitalization
                                            Table”).



 






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		1.3.	Allocation among Investors. The
                                            Purchase Price shall be allocated among the Investors such that at least 50.01% of the Purchased
                                            Shares shall be purchased by Investors who are currently not stockholders of the Company.



 


		1.4.	Payment of Purchase Price. The
                                            Purchase Price shall be transferred to the Company on the Closing (as defined below) by all
                                            Investors in accordance with their portion of the Investment.



 


		2.	Closing and Subsequent Closing. 



 


Subject to the satisfaction of the closing conditions
and deliveries set forth in Sections 2.1, 2.2 and 5 hereof, the purchase and sale of the Purchased Shares hereunder, shall take place
at the offices of Zemah Schneider & Partners, or at such other location, date and time as may be agreed upon between the Parties
(the “Closing” and the “Closing Date”).


 


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.


 


		2.1.	Investors’ Actions at the Closing.
                                            At the Closing, the Investors shall deliver, or cause to be delivered, to the Company



 


		2.1.1.	the respective Consideration (as listed
                                            opposite to each Investor’s name on Exhibit A), by way of a bank transfer
                                            to the Company’s bank account designated by the Company or by such other form of payment
                                            as mutually agreed by the Company and the Investors; and



 


		2.1.2.	A duly executed copy of the Stockholders’
                                            Agreement, as further detailed in Section 5 below.



 


		2.2.	Company’s Actions at Closing.
                                            At or prior to the Closing, the Company shall deliver, or cause to be delivered, to the Investors
                                            the following:



 


		2.2.1.	Validly executed stock certificates representing
                                            the Purchased Shares being purchased with the Consideration, registered in the name of the
                                            Investors in the form attached hereto as Schedule 2.2.1;



 


		2.2.2.	True and correct copies of resolutions
                                            of the Company’s stockholders in the form attached hereto as Schedule 2.2.2
                                            which include, among others (i) approving that the capital stock of the Company shall have
                                            been amended (including cancellation of the existing preferred stock and creation of a new
                                            series of Preferred A Shares); (ii) approving the execution, delivery and performance by
                                            the Company of the Transaction Agreements, including without limitation, the performance
                                            of the Company’s obligations hereunder and thereunder; (iii) adoption of the Amended
                                            Certificate as an amendment and restatement of the Certificate of Incorporation of the Company
                                            as in effect prior to the Closing; (iv) a waiver by all non-participating stockholders of
                                            the Company of their pre-emptive rights, if any and anti-dilution rights, with respect to
                                            the issuance of the Preferred A Shares, issuance of the Common Stock issuable upon conversion
                                            thereof and issuance of any other shares issued in connection with this Agreement; (v) reserving
                                            shares of Common Shares for issuance upon exercise of options to be granted to employees,
                                            directors and consultants under the New Pool; and (vi) approving the purchase of Directors
                                            and Officers Insurance (as described below);



 






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		2.2.3.	True and correct copies of resolutions
                                            of the Board in the form attached hereto as Schedule 2.2.3 (i) approving the
                                            Company’s delivery, execution and performance of the Transaction Agreements and any
                                            ancillary agreements referred to herein and therein; (ii) authorizing the issuance and sale
                                            of the Purchased Shares to the Investors against payment of the Purchase Price; (iii) reserving
                                            a sufficient number of shares of Common Stock to be issued upon conversion of the Purchased
                                            Shares and authorizing the issuance of such shares of Common Stock upon such conversion;
                                            (iv) issuance of Common Stock to be issued upon approval of New Plan as contemplated in Section
                                            5.23 herein; (v) approving the purchase of Directors and Officers Insurance; and
                                            (vi) recommending to the stockholders to approve the adoption of the Amended Certificate
                                            as an amendment and restatement of the Certificate of Incorporation of the Company as in
                                            effect prior to the Closing;



 


		2.2.4.	A duly executed copy of each of the agreements
                                            detailed in Section 5 below.



 


		2.2.5.	A compliance certificate duly executed
                                            by an executive officer of the Company, dated as of the date of the Closing, in the form
                                            attached hereto as Schedule 5.1;



 


		2.2.6.	A certificate of the Secretary of State
                                            of the State of Delaware with respect to the Company’s legal existence and good standing
                                            and qualification to do business in the State of Delaware, dated as soon as possible close
                                            to the Closing and in no event earlier than the date hereof and three (3) business days prior
                                            to the date of the Closing.



 


		2.2.7.	Indemnification Agreements (in the form
                                            attached hereto as Schedule 2.2.8) which have been duly executed by the Company
                                            and each member of the Board following the Closing.



 


		3.	Representations and Warranties of the Company.
                                            



 


As an inducement to the Investors
to purchase the Purchased Shares, the Company hereby represents and warrants to the Investors, as of the Closing, as follows with respect
to the Company, except as set forth in the Schedule of Exceptions (“Schedule of Exceptions”) attached hereto as Schedule
3 (which exceptions shall be deemed to be an integral part of the representations and warranties made hereunder; the Schedule
of Exceptions shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section
3). For purposes of these representations and warranties (other than those in Sections 3.1, 3.3 and 3.4), the term the “Company”
shall include Actelis Networks Israel Ltd. (the “Subsidiary”), unless otherwise noted herein. For the purpose of this
Agreement “best knowledge” means the knowledge of the senior officers of the Company after reasonable inquiry.


 


		3.1.	Organization and Standing. The
                                            Company is a private corporation duly incorporated, validly existing and in good standing
                                            under the laws of the State of Delaware and is duly licensed or qualified to transact business
                                            as a foreign corporation and is in good standing in each jurisdiction in which the failure
                                            to be qualified would have a material adverse effect on the business, assets, financial condition
                                            or results of operations of the Company or the Subsidiary (subsequently referred to as a
                                            “Material Adverse Effect”). The Company has requisite corporate power
                                            and authority to own and operate its properties and assets, and to carry on its business
                                            as presently conducted and as proposed to be conducted.



 






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		3.2.	Corporate Power. The Company
                                            has all requisite legal and corporate power and authority (i) to execute and deliver this
                                            Agreement and the other agreements, certificates or other instruments contemplated hereby
                                            or thereby, which are ancillary hereto or thereto (collectively, the “Transaction
                                            Agreements”), and to consummate the transactions contemplated hereby and thereby;
                                            (ii) to sell and issue the Preferred A Shares hereunder and to issue shares of Common Stock
                                            issuable upon conversion of the Preferred A Shares, and (iii) to carry out and perform its
                                            obligations under the Transaction Agreements. The Company is duly qualified to do business
                                            and is in good standing as a foreign corporation in all jurisdictions in which the nature
                                            of its activities and of its properties (both owned and leased) makes such qualification
                                            necessary, if at all, except for those jurisdictions in which failure to do so would not
                                            have a Material Adverse Effect on the Company or its business.



 


		3.3.	Subsidiaries.



 


		3.3.1.	Except for the Subsidiary, the Company
                                            has not owned or controlled and does not presently own any other subsidiaries, does
                                            not otherwise own or control, directly or indirectly, any equity interest in any corporation,
                                            association or business entity and is not and has not been a participant in any partnership
                                            or joint venture. The Subsidiary is a corporation duly organized, validly existing and in
                                            good standing under the laws of Israel; has all requisite corporate power and authority to
                                            own, lease and operate its properties and to carry on its business as now being conducted,
                                            and is duly qualified as a foreign corporation in all jurisdictions in which it is required
                                            to be so qualified except where the failure to be so qualified would not have a Material
                                            Adverse Effect on the business operations of the Subsidiary. The Subsidiary is wholly owned
                                            by the Company and no person has any right to participate in, or receive any payment based
                                            on any amount relating to, the revenue, income, value or net worth of the Subsidiary or any
                                            component or portion thereof, or any increase or decrease in any of the foregoing.



 


		3.3.2.	The Company is the sole legal and beneficial
                                            owner of the entire outstanding share capital of the Subsidiary and holds such share capital
                                            free and clear of all liens, claims, charges, encumbrances, restrictions, rights, options
                                            to purchase, proxies, voting trusts and other voting agreements, calls or commitments of
                                            every kind. No person other than the Company owns any other shares, options or other rights
                                            to subscribe for, purchase or acquire any share capital of the Subsidiary. All outstanding
                                            shares of the Subsidiary are duly and validly authorized and issued and fully paid, and were
                                            issued in compliance with all applicable securities laws, rules and regulations.



 


		3.3.3.	Except as set forth in Schedule
                                            3.3.3 of the Schedule of Exceptions, there are no liabilities of the Company or its
                                            Subsidiary, including but not limited to taxes, arising out of any prior transfer of property,
                                            of any sort, between the Company and its Subsidiary.



 






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		3.4.	Capitalization.



 


		3.4.1.	The authorized capital stock of the Company
                                            immediately prior to the Closing consists of 230,000,000 shares of Series A Preferred Stock,
                                            $0.000001 par value, none of which are issued and outstanding immediately prior to the Closing
                                            and 330,000,000 shares of Voting Common Stock, $0.000001 par value, at least 6,369,066 of
                                            which are issued and outstanding immediately prior to the Closing and 130,000,000 shares
                                            of Non-Voting Common Stock, $0.000001 par value 128,973,588 of which are issued and outstanding
                                            immediately prior to the Closing. At the Closing, shares of Common Stock constituting 8%
                                            of the Company’s capital stock on a fully-diluted basis following the Closing (assuming
                                            an investment of $2,500,000) will have been will have been reserved for issuance to Mr. Ram
                                            Vromen (the “Investors’ Representative”) following adoption of the
                                            New Plan (as defined below). As of the Closing, shares of Common Stock, constituting 32%
                                            of the Company’s capital stock on a fully-diluted basis following the Closing (assuming
                                            an investment of $2,500,000), will have been reserved and are available for future issuances
                                            under the Company’s new option and shares plan to Company’s employees and directors
                                            (to be adopted by the Board) (the “New Plan”), out of which (a) 2% of
                                            the Company’s capital stock on a fully-diluted basis following the Closing (assuming
                                            an investment of $2,500,000) shall be reserved for issuance to the directors of the Company
                                            representing the Investors (except for the Investors’ Representative) (b) at least
                                            3% of the Company’s capital stock on a fully-diluted basis following the Closing (assuming
                                            an investment of $2,500,000) shall be reserved to future employees of the Company and (c)
                                            the rest of the shares and options shall be allocated to the Founder and other existing employees
                                            of the Company. The outstanding shares of the Company have been duly authorized and validly
                                            issued in compliance with all applicable laws. The Purchased Shares, when issued and sold
                                            in accordance with this Agreement, and the shares of Common Stock issued upon conversion
                                            of the Purchased Shares, (i) will be duly authorized, validly issued, and free of any preemptive
                                            rights; (ii) will have the rights, preferences, privileges and restrictions set forth in
                                            the Amended Certificate and the Transaction Agreements; (iii) will be free and clear of any
                                            liens, claims, encumbrances or third party rights of any kind (except as specified in the
                                            Transaction Agreements and in the Amended Certificate) and duly registered in the name of
                                            the Investors in the Company’s stockholders register. The shares of Common Stock and
                                            the Preferred A Shares have the rights, preferences, privileges and restrictions set forth
                                            in the Amended Certificate and the Stockholders’ Agreement.



 


		3.4.2.	Since its date of incorporation, there
                                            has been no declaration or payment by the Company of dividends, or any distribution of any
                                            assets of any kind to any of its stockholders in redemption of or as the purchase price for
                                            any of the Company’s securities.



 


		3.4.3.	A complete and correct list of the stockholders
                                            of the Company, on a fully diluted basis immediately prior to the Closing, and post the Closing
                                            is set forth in the Capitalization Table. The Capitalization Table sets forth the number
                                            and class of shares held by each stockholder of the Company, and the total number of reserved
                                            and granted options, warrants, and all other rights to subscribe for, purchase or acquire
                                            from the Company any capital stock of the Company following the Closing.



 






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		3.5.	Authorization. All corporate
                                            action on the part of the Company necessary for the authorization, execution, delivery and
                                            performance of the Transaction Agreements, the authorization, reservation, sale, issuance
                                            and delivery of the Purchased Shares, the shares of Common Stock issuable upon conversion
                                            of the Purchased Shares and the performance of all of the Company’s obligations under
                                            the Transaction Agreements have been taken or will be taken prior to the Closing. The Transaction
                                            Agreements, when executed and delivered by the Company, shall constitute valid and binding
                                            obligations of the Company, enforceable in accordance with their terms, subject to laws of
                                            general application relating to bankruptcy, insolvency and the relief of debtors and rules
                                            of law governing specific performance, injunctive relief or other equitable remedies. The
                                            Purchased Shares, when issued in compliance with the provisions of this Agreement, will be
                                            validly issued, fully paid and non-assessable, and will have the rights, preferences and
                                            privileges described in the Amended Certificate; the shares of Common Stock issuable upon
                                            conversion of the Purchased Shares have been duly and validly reserved and, when issued in
                                            compliance with the provisions of this Agreement and the Amended Certificate, will be validly
                                            issued, fully paid and non-assessable. The Purchased Shares and the shares of Common Stock
                                            issued upon conversion of the Purchased Shares will be, upon their issuance, free and clear
                                            of any liens or encumbrances or other rights of third parties (including but not limited
                                            to, rights for pre emptive and anti dilution protection), other than any liens or encumbrances
                                            created by or imposed upon the Investors. Except as set forth in the Stockholders’
                                            Agreement and the Amended Certificate, the Purchased Shares are not and the shares of Common
                                            Stock issuable upon conversion of the Purchased Shares will not be subject to any preemptive
                                            rights, rights of first refusal or other restrictions of transferability.



 


		3.6.	Registration Rights. Except as
                                            set forth in the Stockholders’ Agreement, the Company is not under any contractual
                                            obligation to register any of its presently outstanding securities or any of its securities
                                            that may hereafter be issued.



 


		3.7.	Governmental Consent. No consent,
                                            approval, order or authorization of, or registration, qualification, designation, declaration
                                            or filing with, any federal, state or local governmental authority on the part of the Company
                                            or the Subsidiary is required in connection with the consummation of the transactions contemplated
                                            by this Agreement, except for (i) the filing of the Amended Certificate with the Secretary
                                            of State of Delaware, (ii) the filing pursuant to Regulation D, promulgated by the Commission
                                            under the Securities Act and (iii) the filings required by applicable state “blue sky”
                                            securities laws, rules and regulations.



 


		3.8.	Government Incentives. The Company
                                            has obtained grants from the Office of the Chief Scientist in Israel (“OCS”),
                                            and the material terms of such grants are listed in the Financial Statements and in the approvals
                                            granted by the OCS which were provided to the Investors (the “Approved Grants”).
                                            Except for the Approved Grants, the Company has not received and, there is no active application
                                            for, any grants, incentives, benefits (including tax benefits), financial support, or subsidies
                                            from any Israeli or foreign governmental or regulatory authority or any agency thereof, including
                                            without limitation the Investment Center and the OCS. The Approved Grants do not impose any
                                            limitations on the Company Intellectual Property, on the Company’s products, or on
                                            the sale of the shares of the Company or any of the Company’s property and assets.
                                            To the Company’s knowledge, the Company is (as far as it is in its power) in compliance,
                                            in all material respects, with all the terms and provisions of all Approved Grants and applicable
                                            laws and regulations and has duly fulfilled, in all respects, all the undertakings relating
                                            thereto, including any regulations, directives, procedures and rules that have been promulgated
                                            thereunder and/or by virtue thereof, including the Company’s obligation to file certain
                                            reports and to pay expenses and royalties. The Company is not aware of any existing event
                                            or other set of circumstances that will cause the revocation or material and adverse modification
                                            of the Approved Grants (including the entry into or completion of this Agreement).



 






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		3.9.	No Third Party Consents. The
                                            execution and delivery of this Agreement does not, and the consummation of the transactions
                                            contemplated hereby will not, require any consent, approval, order or authorization of any
                                            individual, corporation, partnership, joint venture, trust, business association or other
                                            entity that has not been, or will not have been obtained by the Company prior to the Closing.



 


		3.10.	Compliance with Laws. The Company
                                            has obtained and to its best knowledge, maintains in good standing, all of its licenses,
                                            permits, consents and authorizations required to be obtained by it or them under all applicable
                                            laws and regulations, except for those which, individually or in the aggregate, would reasonably
                                            not have a Material Adverse Effect on the assets, condition, affairs or prospects of the
                                            Company, financially or otherwise (collectively, “Laws”), and all such
                                            licenses, permits, consents and authorizations remain in full force and effect. To the Company’s
                                            best knowledge, the Company is in compliance with such Laws, and there is no pending or to
                                            the Company’s knowledge, threatened, action or proceeding against the Company under
                                            any of such Laws.



 


		3.11.	Financial Statements.



 


		3.11.1.	The Company has furnished to the Investors
                                            the audited consolidated financial statements of the Company as of December 31, 2013 and
                                            Company’s balance sheet as of September 30, 2014 (the “Balance Sheet Date”),
                                            attached hereto as Section 3.11 of the Schedule of Exceptions (collectively,
                                            the “Financial Statements”). Such Financial Statements have been prepared
                                            in accordance with generally accepted accounting principles consistently applied (except
                                            that such unaudited Financial Statements do not contain all of the required footnotes or
                                            normal recurring period end adjustments which are not expected to be material either individually
                                            or in the aggregate) and fairly present the consolidated financial position of the Company
                                            as of the dates set forth therein. Since the Balance Sheet Date and except as set forth in
                                            Section 3.11 of the Schedule of Exceptions, there has been no change in the
                                            assets, liabilities or financial condition of the Company or the Subsidiary from that reflected
                                            in the Financial Statements (except for changes in the ordinary course of business) which
                                            in the aggregate have not had a Materially Adverse Effect.



 


		3.11.2.	The Company has no liabilities or obligations,
                                            contingent or otherwise, other than liabilities which do not exceed US$100,000 in the aggregate
                                            (including the debt under the Credit Line Agreement (as defined below). The Company does
                                            not owe its stockholders, directors, service providers or employees any amounts or other
                                            rights to receive any proceeds, royalties or other payments from the Company.



 


		3.11.3.	The Subsidiary has advanced and fully
                                            paid to its employees all obligations and salaries with respect to their employment during
                                            December 31, 2014 and no additional payment is required by the Subsidiary to pay to such
                                            employees for their work until and including December 31, 2014.



 


		3.11.4.	Section 3.11 of the Schedule
                                            of Exceptions details the amounts that the Company and the Subsidiary have transferred to
                                            its employees and other service providers during the last three months.



 






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		3.12.	Events Subsequent to the Balance
                                            Sheet Date. Since the Balance Sheet Date, and other than as contemplated in this Agreement
                                            or as set forth in Section 3.12 of the Schedule of Exceptions, the Company
                                            has not (i) issued any stock, bond or other corporate security, (ii) borrowed any amount
                                            or incurred or become subject to any liability (absolute, accrued or contingent), except
                                            current liabilities incurred and liabilities under contracts entered into in the ordinary
                                            course of business, (iii) discharged or satisfied any lien or encumbrance or incurred or
                                            paid any obligation or liability (absolute, accrued or contingent) other than current liabilities
                                            shown on the Financial Statements and current liabilities incurred since the Balance Sheet
                                            Date in the ordinary course of business, (iv) declared or made any payment or distribution
                                            to stockholders or purchased or redeemed any share of its capital stock or other security,
                                            (v) mortgaged, pledged, encumbered or subjected to lien any of its assets, tangible or intangible,
                                            other than liens for taxes not yet due and payable, (vi) sold, assigned or transferred any
                                            of its tangible assets except in the ordinary course of business, or canceled any debt or
                                            claim, (vii) sold, assigned, transferred or granted any exclusive license with respect to
                                            any patent, trademark, trade name, service mark, copyright, trade secret or other intangible
                                            asset, (viii) suffered any loss of property or waived any right of substantial value whether
                                            or not in the ordinary course of business, (ix) made any change in officer compensation except
                                            in the ordinary course of business and consistent with past practice, (x) made any change
                                            in the manner of business or operations of the Company which would have a Material Adverse
                                            Effect, (xi) entered into any transaction except in the ordinary course of business or as
                                            otherwise contemplated hereby which would have a Material Adverse Effect or (xii) entered
                                            into any commitments (contingent or otherwise) to do any of the foregoing.1



 


		3.13.	Intellectual Property and Other
                                            Intangible Assets.



 


		3.13.1.	The Company owns all rights, title and
                                            interest free of any and all claims or liens the items of Intellectual Property specified
                                            in Section 3.13 of the Schedule of Exceptions and has obtained the right to
                                            use the items of Intellectual Property (as defined below) specified in Section 3.13
                                            of the Schedule of Exceptions, in respect of which the Company has applied for patent
                                            protection (the “Company’s Intellectual Property”) which
                                            Company Intellectual Property and the use thereof, to the Company’s knowledge, does
                                            not infringe upon the rights of others or any other Intellectual Property. The Company’s
                                            Intellectual Property is free and clear of all liens, claims and restrictions. The Company’s
                                            Intellectual Property is, to the Company’s best knowledge, sufficient for the conduct
                                            of the Company’s business as now conducted and constitutes the principal technology
                                            for the Company’s business as proposed to be conducted, it being acknowledged that
                                            the Company’s Intellectual Property requires substantial additional development. Other
                                            than the Company’s Intellectual Property and as described in Section 3.13(a)
                                            of the Schedule of Exceptions, there is no Intellectual Property), which is used by the
                                            Company. To the Company’s best knowledge, neither the Company’s Intellectual
                                            Property nor any product or service marketed or sold (or proposed to be marketed or sold)
                                            by the Company infringes upon or violates any right or claim of others, including without
                                            limitation Tuvia Barlev (the “Founder”), past and present employees of
                                            the Company and the Subsidiary and employers of the Founder or the Company’s and Subsidiary’s
                                            past and present employees. To the Company’s best knowledge (and excluding royalties
                                            due to the OCS), neither the Company, the Founder nor the Subsidiary is obligated or under
                                            any liability whatsoever to make any payments by way of royalties, fees or otherwise to any
                                            owner or licensee of, or other claimant to, any Company’s Intellectual Property, with
                                            respect to the use thereof or in connection with the conduct of the Company’s business
                                            as now conducted or as proposed to be conducted or otherwise, other than payments in the
                                            ordinary course of business under licenses or agreements arising from the purchase of “off
                                            the shelf” or standard products, in respect of which the Company and the Subsidiary
                                            are not in default. The Company has obtained and possesses valid licenses to use all of the
                                            software programs present on the computers and other software-enabled electronic devices
                                            that it owns or leases or that it has otherwise provided to its employees for their use in
                                            connection with the Company’s business. Except as set forth on Section 3.13(a)
                                            of the Schedule of Exceptions, the Company represents and warrants that it has not incorporated
                                            any Public Software, in whole or in part, into the Company Intellectual Property or used
                                            or accessed any Public Software, in whole or in part, as part of or in the operation of the
                                            Company Intellectual Property.



 






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		3.13.2.	(i) all inventions (whether patentable
                                            or unpatentable and whether or not reduced to practice), all improvements thereto, and all
                                            patents, patent rights, patent applications, and patent disclosures thereof, together with
                                            all reissuances, divisional, continuations, continuations-in-part, revisions, extensions,
                                            and reexaminations thereof in any jurisdiction; (ii) all trademarks, service marks, trade
                                            dress, logos, trade names, product names, domain names and other indications of origin, including
                                            all goodwill associated therewith, and all applications, registrations, and renewals in connection
                                            therewith in any jurisdiction; (iii) all copyrightable works, all copyrights and works of
                                            authorship (whether copyrightable or not), and all applications, registrations, and renewals
                                            in connection therewith in any jurisdiction; (iv) all mask works and all applications, registrations,
                                            and renewals in connection therewith in any jurisdiction; (v) all trade secrets and confidential
                                            business information (including ideas, research and development, know-how, formulas, compositions,
                                            manufacturing and production processes and techniques, technical data, designs, drawings,
                                            specifications, customer and supplier lists, pricing and cost information, and business and
                                            marketing plans and proposals, secret processes and procedures, engineering, production,
                                            assembly, design, installation, other technical drawings and specifications, working notes
                                            and memos, market studies, consultants’ reports, technical and laboratory data, competitive
                                            samples, engineering prototypes, and all similar property of any nature, tangible or intangible);
                                            and (vi) all other proprietary rights (collectively herein “Intellectual Property”)
                                            of any kind which has been developed is currently being developed by the Founder or any employee
                                            of the Company during the course of his employment by the Company is and shall be the property
                                            solely of the Company. Any and all Intellectual Property which has been developed, is currently
                                            being developed by the past and present employees of the Company and the Subsidiary during
                                            the course of their employment by the Company or the Subsidiary is the sole property of the
                                            Company. The Company has taken measures to protect the secrecy, confidentiality and value
                                            of all the Company’s Intellectual Property, which measures are reasonable and customary
                                            in the industry in which the Company operates. The Founder and each of the Company’s
                                            and Subsidiary’s existing and to its knowledge (following inquiry by the Company),
                                            former employees and all professional consultants have entered into written agreements with
                                            the Company or Subsidiary (as applicable) assigning to the Company or Subsidiary all rights
                                            in Intellectual Property developed in the course of their employment by the Company or Subsidiary,
                                            in the form acceptable to the Company. Except for the Founder and the employees of the Company,
                                            and consultants which have entered into agreements with the Company containing intellectual
                                            property assignment provisions, no other person or entity has been involved to date in the
                                            funding, development, invention, discovery, deriving, programming or design of the Company’s
                                            Intellectual Property.



 


		3.13.3.	The Company has not received any communications
                                            alleging that the Company, the Founder or the Subsidiary have violated or by conducting the
                                            Company’s business as proposed, would violate, any of the rights of any other person
                                            or entity, including rights in any Intellectual Property. Neither the Founder nor any of
                                            the Company or the Subsidiary’s employees is obligated under any contract (including
                                            licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment,
                                            decree or order of any court or administrative agency, that would interfere with the use
                                            of the Founder’s or such employee’s ability to promote the interests of the Company
                                            or the Subsidiary, as the case may be, or that would conflict with the Company’s or
                                            the Subsidiary’s business as conducted and as proposed to be conducted. Neither the
                                            execution nor delivery of the Agreement, nor the carrying on of the Company’s or the
                                            Subsidiary’s business by the employees of the Company or the Subsidiary, as the case
                                            may be, nor the conduct of the Company’s or the Subsidiary’s business as proposed
                                            to be conducted, will conflict with or result in a breach of the terms, conditions or provisions
                                            of, or constitute a default under, any contract, covenant or instrument under which the Founder
                                            or any of such employees is now obligated. It is not, and will not become, necessary to utilize
                                            any inventions of the Founder or the Company’s or Subsidiary’s employees (or
                                            people the Company or the Subsidiary currently intend to hire) made prior to their employment
                                            by the Company or the Subsidiary, as the case may be, other than those that have been assigned
                                            to the Company pursuant to the Proprietary Information and Non-Competition Agreement signed
                                            by such Founder or employee.



 






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		3.14.	Litigation. Except as set forth
                                            in Section 3.14 of the Schedule of Exceptions, there is no (i) action, suit,
                                            claim, proceeding or investigation pending or, to the Company’s knowledge, threatened
                                            against or affecting the Company, at law or in equity, before or by any Federal, state, municipal
                                            or other governmental department, commission, board, bureau, agency or instrumentality, domestic
                                            or foreign, (ii) arbitration proceeding relating to the Company pending under collective
                                            bargaining agreements or otherwise or (iii) governmental inquiry pending or, to the Company’s
                                            knowledge, threatened against or affecting the Company (including without limitation any
                                            inquiry as to the qualification of the Company to hold or receive any license or permit)
                                            the Founder or any of their officers, directors, or employees (in their capacity as such).
                                            The foregoing includes, without limitation, any action, suit, proceeding, or investigation
                                            pending or currently threatened involving the prior employment of any of the employees, their
                                            use in connection with the Company’s business of any information or techniques allegedly
                                            proprietary to any of their former employers, their obligations under any agreements with
                                            prior employers, or negotiations by the Company with potential backers of, or investors in,
                                            the Company proposed business. The Company is not subject to any order, writ, injunction
                                            or decree known to or served upon the Company of any court or of any Federal, state, municipal
                                            or other governmental department, commission, board, bureau, agency or instrumentality, domestic
                                            or foreign. To the Company’s knowledge, there is no action, suit, proceeding or investigation
                                            pending or threatened against any of the officers, directors or employees of the Company
                                            relating to their activities in connection with the business of the Company. There is no
                                            action or suit by the Company pending, threatened or contemplated against others.



 


		3.15.	Insurance. The Company has in
                                            full force and effect the insurance policies as set forth in Section 3.15 of
                                            the Schedule of Exceptions. To the Company’s best knowledge, the Company is in compliance
                                            with all the conditions and demands set forth in the insurance policies. The Company represents
                                            and warrants that no insurer has denied a request to provide insurance policies to the Company.



 


		3.16.	Employees.



 


		3.16.1.	Section 3.16 of the Schedule
                                            of Exceptions sets forth a list of (a) all salaried employees of the Company, together with
                                            each such employee’s position, date of employment, salary, and any other compensation
                                            payable to such employee (including, without limitation, compensation payable pursuant to
                                            bonus, deferred compensation or commission arrangements), and (b) each contract, commitment,
                                            arrangement, whether oral or written, relating to the employment of, or the performance of
                                            services by, any employee, consultant, or independent contractor including all benefits payable
                                            or which the Company is bound to provide (whether now or in the future) to each officer,
                                            employee and consultant of the Company and the foregoing are true and complete.



 


		3.16.2.	Except as set forth in Section
                                            3.16 of the Schedule of Exceptions, neither the Company nor the Subsidiary has any
                                            employment contract with any officer or employee or any other consultant or person who is
                                            not terminable by it at will without liability, upon thirty (30) days prior notice. Except
                                            as set forth in Section 3.16 of the Schedule of Exceptions, as of the date
                                            hereof, neither the Company nor the Subsidiary have any deferred compensation or stock option
                                            covering any of their officers or employees. The Company has not made any representations
                                            regarding equity incentives to any officer, employees, director or consultant that are inconsistent
                                            with the share amounts and terms set forth in the Company’s board minutes. Except as
                                            set forth in Section 3.16 of the Schedule of Exceptions, the Company and the
                                            Subsidiary have complied with all applicable employment laws, policies, procedures and agreements
                                            relating to employment, terms and conditions of employment and to the proper withholding
                                            and remission 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 respecting such withholding,
                                            except where the failure to so comply would not be expected to have a Material Adverse Effect.
                                            Except as set forth in Section 3.16 of the Schedule of Exceptions, the Company
                                            and the Subsidiary have paid in full to all of their respective employees, wages, salaries,
                                            commissions, bonuses, benefits and other compensation due and payable to such employees on
                                            or prior to the date hereof. Neither the Company nor the Subsidiary is bound by or subject
                                            to (and none of its assets or properties is bound by or subject to) any written or oral,
                                            express or implied, contract, commitment or arrangement with any labor union except, in respect
                                            of the Subsidiary, for those provisions of general agreements between the Histadrut and any
                                            Employers’ Union or Organization which are applicable to all the employees in Israel
                                            by Extension Order. The Company’s and the Subsidiary’s relations with their respective
                                            employees are good and, to its knowledge, no such employee has violated any material term
                                            of his or her employment agreement. To the Company’s knowledge, no employee intends
                                            to terminate employment with the Company or is otherwise likely to become unavailable to
                                            continue as an employee, nor does the Company have a present intention to terminate the employment
                                            of any of the foregoing. Neither the employment by the Company or the Subsidiary of any of
                                            their respective employees (including the Founder), nor the engagement by it with any of
                                            their respective consultants, constitutes or is likely to constitute, a breach of any of
                                            such persons’ obligations to third parties, including non-competition or confidentiality
                                            obligations. All employees and or consultants of the Company and the Subsidiary executed
                                            agreements for assignment of intellectual property, non-competition and confidentiality agreements
                                            between the Company or the Subsidiary (as applicable).



 






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		3.16.3.	During the recent three years, many
                                            of the Company’s employees have agreed in writing for the reduction of their gross
                                            salaries in an approximate rate of 10% or 20%. Of the employees who agreed for a reduction
                                            of 10%, some continued to work on a full time basis and of the employees who agreed for a
                                            reduction of 20%, some continued to work on a 80% time basis.



 


		3.17.	Interested Party Transactions.
                                            Except as specified in Section 3.17 of the Schedule of Exceptions, no officer,
                                            director or stockholder of the Company or the Subsidiary or any affiliate of any such person
                                            or entity or the Company or the Subsidiary or any member of the immediate family of such
                                            person, has or has had, either directly or indirectly, (a) an interest in any person or entity
                                            which (i) furnishes or sells services or products which are furnished or sold or are proposed
                                            to be furnished or sold by the Company or the Subsidiary, or (ii) purchases from or sells
                                            or furnishes to the Company or the Subsidiary any goods or services, or (b) a beneficial
                                            interest in any contract or agreement to which the Company or the Subsidiary is a party or
                                            by which it may be bound or affected. There are no existing arrangements or proposed transactions
                                            between the Company or the Subsidiary and any officer, director, or stockholder of the Company
                                            or the Subsidiary, or any affiliate or associate of any such person. No employee, stockholder,
                                            officer, or director of the Company or the Subsidiary is indebted to the Company or the Subsidiary,
                                            nor, except as set forth in Section 3.17 of the Schedule of Exceptions, is
                                            the Company or the Subsidiary indebted (or committed to make loans or extend or guarantee
                                            credit) to any of them. To the Company’s knowledge, none of the directors or officers,
                                            or any members of their immediate families, has any material commercial, industrial, banking,
                                            consulting, legal, accounting, charitable or familial relationship with any of the Company’s
                                            customers, suppliers, service providers, joint venture partners, licensees and competitors.



 


		3.18.	Title to Properties and Assets;
                                            Liens, etc. The Company does not own any real property. The real property leased by the
                                            Company is described in Section 3.18 of the Schedule of Exceptions. The Company
                                            has good and marketable title to its assets, free and clear of all mortgages, liens, and
                                            encumbrances. The Company is in compliance with all of its leases and holds valid leasehold
                                            interests, free of any liens, claims or encumbrances other than those of the lessors of such
                                            property or assets.



 


		3.19.	Taxes. The Company has paid
                                            or made adequate provision for the payment of all taxes due. No deficiency assessment or
                                            proposed adjustment of any taxes is pending against the Company, and the Company has no knowledge
                                            of any proposed liability for any such tax to be imposed. The Company has not made any elections
                                            under applicable laws or regulations (other than elections that related solely to methods
                                            of accounting, depreciation or amortization) that would have a Material Adverse Effect on
                                            the Company, its financial condition, its business as presently conducted or proposed to
                                            be conducted or any of its properties or assets. Except as set forth in Section 3.19
                                            of the Schedule of Exceptions, the Company is not currently liable for any tax (whether
                                            income tax, capital gains tax, or otherwise). The Company has withheld and paid to the proper
                                            tax authorities all amounts required to be withheld under applicable law from payments to
                                            their employees for all periods with respect to tax, social security and any employment withholding
                                            provisions of applicable federal and state law. There have been no audits or formal examinations
                                            of any tax returns or reports by any applicable federal, state, local or foreign governmental
                                            agency. The Company has filed proper and accurate federal, state and foreign income tax and
                                            other returns for all periods for which returns were due, including with respect to employee
                                            income tax withholding, social security and unemployment taxes, and has paid the amounts
                                            shown thereon to be due and payable.



 






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		3.20.	Contracts.



 


		3.20.1.	Section 3.20 of the Schedule
                                            of Exceptions contains a true and complete list of all material contracts, agreements and
                                            purchase orders currently in effect to which the Company is a party, with customers, distributors,
                                            channels or other similar entities to the foregoing, which is expected to generate, under
                                            the terms thereof, over one million United States Dollars (US$ 1,000,000) in 2015 (a “Contract”).
                                            (a) The Company has not received any information or communications from the counterparty
                                            to such Contract, demanding that the Contract might be cancelled or materially and adversely
                                            amended, or is otherwise reasonably expects such demand; or (b) the Company has not received
                                            information or communications from the counterparty to such Contract, indicating that there
                                            is a claim or existing liability of the Company under such Contract which would have a Material
                                            Adverse Effect on the Company. Each of the Contracts is, to the Company’s best knowledge,
                                            valid, is in full force and effect, and is binding upon the Company, as applicable, and neither
                                            the Company nor any other party thereto is in breach thereof. Except as set forth on Section
                                            3.20 hereto, the Company does not have any employment or consulting contracts, deferred
                                            compensation agreements or bonus, incentive, profit-sharing, or pension plans currently in
                                            force and effect, or any understanding with respect to any of the foregoing.



 


		3.20.2.	The Company has not received any written
                                            notice or other written communication from any party to a Contract or other material customer
                                            or supplier relating to such party’s intent to modify, terminate or fail to renew the
                                            arrangements and relationships set forth therein.



 


		3.21.	Foreign Corrupt Practices Act.
                                            The Company has not violated the United States Foreign Corrupt Practices Act or, to its knowledge,
                                            any other similar laws, statues, rules or regulations of any country in which it regularly
                                            conducts its business.



 


		3.22.	Compliance with Other Instruments.
                                            The Company is neither in violation or default of any term of its currently existing Certificate
                                            of Incorporation and its By-Laws, nor in violation or default of, nor is the Company aware
                                            of any violation or default of any provision of any mortgage, indenture, contract, agreement,
                                            instrument or contract to which it is party or, by which it is bound or, to the Company’s
                                            knowledge, of any judgment, decree, order, writ or any statute, rule or regulation and law
                                            applicable to the Company. The execution, delivery, and performance of and compliance with
                                            the Transaction Agreements, the issuance and sale of the Purchased Shares pursuant hereto,
                                            will not, with or without the passage of time or giving of notice, result in any such violation,
                                            or be in conflict with or constitute a default under any such term, or result in the creation
                                            of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets
                                            of the Company or the suspension, revocation, impairment, forfeiture or non-renewable of
                                            any permit license, authorization or approval applicable to the Company, its business or
                                            operations or any of its assets or properties. All of the agreements to which the Company
                                            is a party are, in its knowledge, in compliance with all applicable laws. Since inception
                                            of the Company, the Company has not received any written notices, citations or decisions
                                            by any governmental or regulatory body that (i) any product or content produced, developed,
                                            manufactured, marketed or distributed at any time by the Company and/or (ii) any service
                                            provided, developed, marketed or distributed at any time by the Company fails to meet any
                                            applicable product or content regulations promulgated by any such governmental or regulatory
                                            body.



 


		3.23.	Records. The corporate records
                                            of the Company which have been made available to the Investors have been maintained in accordance
                                            with all applicable statutory requirements and are complete and accurate in all material
                                            respects. No resolutions have been passed, enacted, consented to or adopted by the directors
                                            (or any committee thereof) or stockholders of the Company, except for those contained in
                                            such corporate records, which would materially affect the other representations herein.



 






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		3.24.	No Public Offer. None of the
                                            Company or anyone acting on its behalf has offered or will offer securities of the Company
                                            or any part thereof or any similar securities for issuance or sale to, or solicit any offer
                                            to acquire any of the same from, anyone so as to make issuance and sale of the Shares hereunder
                                            not exempt from the registration requirements of Section 5 of the Securities Act of 1933,
                                            as amended (the “Securities Act”) or the prospectus requirements of the
                                            Israeli Securities Law, 1968. None of the shares of the Company’s capital stock issued
                                            and outstanding has been offered or sold in such a manner as to make the issuance and sale
                                            of such shares not exempt from such registration and prospectus requirements, and all such
                                            shares of capital stock have been offered and sold in compliance with all applicable federal
                                            and state securities laws.



 


		3.25.	Brokers. No agent, broker, investment
                                            banker, person or firm acting in a similar capacity on behalf of or under the authority of
                                            the Company is or will be entitled to any broker’s or finder’s fee or any other
                                            commission or similar fee, directly or indirectly, on account of any action taken by the
                                            Company in connection with any of the transactions contemplated under this Agreement. The
                                            Company agrees to indemnify and hold the Investors harmless from and against any claim or
                                            liability resulting from any party claiming any such commission or fee, if such claims shall
                                            be contrary to the foregoing statement.



 


		3.26.	Environmental and Safety Laws.
                                            Except as could not reasonably be expected to have a Material Adverse Effect (a) the Company
                                            is and has been in compliance with all Environmental Laws; and (b) there has been no release
                                            or threatened release of any pollutant, contaminant or toxic or hazardous material, substance
                                            or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”)
                                            on, upon, into or from any site currently or heretofore owned, leased or otherwise used by
                                            the Company. The Company has made available to the Investors true and complete copies of
                                            all material environmental records, reports, notifications, certificates of need, permits,
                                            pending permit applications, correspondence, engineering studies, and environmental studies
                                            or assessments.



 


For purposes of this Section 3.27,
“Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened
release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the
manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.


 


		3.27.	Customers and Suppliers.



 


		3.27.1.	The Company has provided the Investors
                                            with a list of its ten largest customers by revenue and ten largest suppliers, by revenue,
                                            for the year ended December 31, 2014. To the Company’s best knowledge, no customer,
                                            included on such list has terminated, materially reduced or materially altered the terms
                                            of, or threatened to terminate, materially reduce or materially alter the term of purchases
                                            from, the Company.



 


		3.27.2.	Since December 31, 2013, no material
                                            supplier or distributor of the Company, has materially reduced or materially altered the
                                            terms of, or threatened to terminate, materially reduce or materially alter the term of its
                                            business relationship with the Company.



 


		3.28.	Accounts Receivables. All accounts
                                            receivable, including without limitation, all trade amounts receivable and other obligations
                                            from customers, are bona fide receivables incurred in the ordinary course of business and
                                            are properly reflected on the books and records of the Company in accordance with GAAP. The
                                            Company believes that it reserve for bad debts recorded on the Financial Statements is sufficient
                                            to accurately reflect the risk of non-payment, and the Company is unaware of any facts which
                                            are reasonably likely to cause any write-offs of receivables (whether as a result of defaults,
                                            counterclaims, chargebacks, deduction, credit, set off or otherwise materially in excess
                                            of the amount so reserved.



 






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		3.29.	Full Disclosure. The Company
                                            has provided to the Investors or their representatives all requested documents in their possession
                                            relating specifically to the Company, in each case, regarding facts or circumstances that
                                            have a Material Adverse Effect on the Company or that could reasonably be expected to have
                                            a Material Adverse Effect on the Company. Neither this Agreement (including the Schedules
                                            hereto) nor any certificates made or delivered in connection herewith contains any untrue
                                            statement of a material fact or omits to state a material fact necessary to make the statements
                                            herein or therein not misleading, in view of the circumstances in which they were made. To
                                            the best of the Company’s knowledge, there is no fact or information relating to the
                                            business, prospects, condition (financial or otherwise), affairs, operations, or assets of
                                            the Company that has not been disclosed to the Investors in writing by the Company, which
                                            has had a Material Adverse Effect on the Company.



 


		4.	Representations and Warranties of the Investors.
                                            Each Investor hereby represents and warrants to the Company, severally and not jointly, as
                                            of the Closing, as follows:



 


		4.1.	Experience; Speculative Nature of
                                            Investment. Each of the Investors has experience in evaluating and investing in private
                                            placement transactions of securities in companies similar to the Company so that it is capable
                                            of evaluating the merits and risks of its investment in the Company and has the capacity
                                            to protect its own interests. The Investors further acknowledge that this Agreement and the
                                            issuance of the Purchased Shares hereunder do not constitute a promise or guaranty by the
                                            Company or its stockholders or directors as to the financial or commercial success of the
                                            Company or the future value of its shares.



 


		4.2.	Investment. Each Investor is
                                            acquiring the Purchased Shares and the underlying shares of Common Stock for investment for
                                            its own account, not as a nominee or agent, and not with the view to, or for resale in connection
                                            with, any distribution thereof. No Investor has a present intention of selling, granting
                                            any participation in, or otherwise distributing the same.



 


		4.3.	Authorization. The Transaction
                                            Agreements, when executed and delivered by the Investors, will constitute valid and legally
                                            binding obligations of the Investors, enforceable in accordance with their terms, subject
                                            to laws of general application relating to bankruptcy, insolvency and the relief of debtors
                                            and rules of law governing specific performance, injunctive relief or other equitable remedies.



 


		4.4.	No Public Market. Such Investor
                                            understands that no public market now exists for any of the securities issued by the Company
                                            and that the Company has made no assurances that a public market will ever exist for the
                                            Company’s securities.



 


		4.5.	Availability of Information.
                                            Without in any manner derogating from the representations and warranties of the Company set
                                            forth in Section 3 above, each Investor represents that it has been afforded the opportunity
                                            to ask questions of officers or other representatives of the Company concerning the business
                                            of the Company.



 


		4.6.	Restricted Securities. The Investor
                                            understands that the Purchased Shares have not been, and will not be, registered under the
                                            Securities Act, by reason of a specific exemption from the registration provisions of the
                                            Securities Act which depends upon, among other things, the bona fide nature of the investment
                                            intent and the accuracy of the Investor’s representations as expressed herein. The
                                            Investor understands that the Purchased Shares are “restricted securities” under
                                            applicable United States federal and state securities laws and that, pursuant to these laws,
                                            the Investor must hold the Purchased Shares indefinitely unless they are registered with
                                            the Securities and Exchange Commission and qualified by state authorities or an exemption
                                            from such registration and qualification requirements is available. The Investor acknowledges
                                            that the Company has no obligation to register or qualify the Purchased Shares, or the Common
                                            Stock into which it may be converted, for resale. The Investor further acknowledges that
                                            if an exemption from registration or qualification is available, it may be conditioned on
                                            various requirements including, but not limited to, the time and manner of sale, the holding
                                            period for the Purchased Shares, and on requirements relating to the Company which are outside
                                            of the Investor’s control, and which the Company is under no obligation and may not
                                            be able to satisfy.



 






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		4.7.	Accredited and Sophisticated Investor.
                                            The Investor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated
                                            under the Securities Act. The Investor is an investor in securities of companies in early
                                            and development stages and acknowledges that Investor 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 the merits and risks of the investment
                                            in the Purchased Shares. If other than an individual, Investor also represents it has not
                                            been organized for the purpose of acquiring the Purchased Shares. No “bad actor”
                                            disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
                                            Event”) is applicable to the Investor.2



 


		4.8.	No General Solicitation. Neither
                                            the Investor nor any of its officers, directors, employees, agents, stockholders or partners
                                            has either directly or indirectly, including through a broker or finder (a) engaged in any
                                            general solicitation with respect to the offer and sale of the Purchased Shares, or (b) published
                                            any advertisement in connection with the offer and sale of the Purchased Shares.



 


		4.9.	Exculpation among Investors.
                                            The Investor acknowledges that it is not relying upon any person, other than the Company,
                                            in making its investment or decision to invest in the Company. The Investor agrees that neither
                                            any Investor nor the respective controlling persons, officers, directors, partners, agents,
                                            or employees of any Investor shall be liable to any other Investor for any action heretofore
                                            taken or omitted to be taken by any of them in connection with the purchase of the Purchased
                                            Shares.



 


		5.	Conditions of Closing of the Investors.
                                            The Investors’ obligations to consummate the transactions contemplated hereunder and
                                            to purchase the Purchased Shares at the Closing are subject to the fulfillment of the following
                                            conditions, any one or more of which may be waived in whole or in part by the Investor’s
                                            Representative.



 


		5.1.	Representations and Warranties Correct.
                                            The representations and warranties made by the Company in Section 3 hereof, shall be true
                                            and correct when made and shall be true and correct as of the Closing Date, and the Investors
                                            shall have received a certificate dated as of the Closing Date and certifying that:



 


		(a)	Covenants. All covenants, agreements and conditions contained
in this Agreement required to be performed by the Company shall have been performed or complied with by the Company in all material respects;



 


		(b)	Representations and Warranties. The representations and
warranties of the Company contained in Section 3 are true and correct in all material respects on the Closing Date.



 


		5.2.	Covenants. All covenants, agreements
                                            and conditions contained in the Transaction Agreements to be performed or complied with or
                                            delivered by the Company on or prior to the Closing shall have been performed or complied
                                            with in all material on or prior to the Closing.



 


		5.3.	Consents, etc. The Company shall
                                            have secured all permits, consents and authorizations that shall be necessary or required
                                            lawfully to consummate this Agreement and to issue the Purchased Shares to be purchased by
                                            the Investors at the Closing.



 


		5.4.	Amended Certificate; Amended By-Laws.
                                            The Amended Certificate and the amended Bylaws of the Company, in the form of Schedule
                                            5.4 attached hereto, shall have been duly authorized and executed by the Company.



 


		5.5.	Stockholders’ Agreement.
                                            The Company and the existing stockholders of the Company shall have executed and delivered
                                            a Stockholders’ Agreement in the form of Schedule 5.5.



 


		5.6.	Corporate Proceedings. All corporate
                                            and other proceedings in connection with the transactions contemplated by the Transaction
                                            Agreements and all documents and instruments incident to such transactions shall be satisfactory
                                            in substance and form to the Investors and their counsels, and the Investors and their counsels
                                            shall have received all such counterpart copies of such documents as the Investors and their
                                            counsels may reasonably request.



 






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		5.7.	Reservation of Shares. The appropriate
                                            number of shares of Common Stock shall have been duly authorized and reserved for issuance
                                            upon conversion of the Purchased Shares.



 


		5.8.	Qualifications. All authorizations,
                                            approvals, or permits, if any, of any governmental authority or regulatory body of any state
                                            that are required in connection with the consummation of the transactions contemplated by
                                            this Agreement at the Closing will have been obtained by the Company as of the Closing.



 


		5.9.	No Change. From the date hereof
                                            until the Closing, there has been no material adverse change in the financial or business
                                            condition or prospects of the Company, having a Material Adverse Effect.



 


		5.10.	Board of Directors.



 


		(a)	As of the Closing, the number of members of the Board shall
be four and Ram Vromen, Zohar Alon and Yariv Gilat shall be appointed to the Board.



 


		(b)	the existing members of the Board, other than the Founder, shall
resign from their office as board members.



 


		5.11.	Opinion of Counsel. Counsel
                                            to the Company shall have delivered an opinion to the Investors regarding the legal standing
                                            of the Company and valid authorization and execution by the Company of this Agreement, in
                                            form and substance satisfactory to the Investors.



 


		5.12.	Signatory Rights. The Board
                                            shall approve signatory rights in the Company and the Subsidiary in the form reasonably acceptable
                                            to the Investors’ Representative.



 


		5.13.	Closing Date. The Closing Date
                                            of this Agreement shall not be later than March 31, 2015, unless otherwise agreed by the
                                            Investors holding the majority of the Purchased Shares purchased under this Agreement. In
                                            the event that no Closing has occurred on or prior to said date, then this Agreement shall
                                            not be in effect, including without limitation obligation by Investors to pay the Purchase
                                            Price or any part thereof and the obligation of the Company to issue shares under this Agreement.



 


		5.14.	Creation of an Option Pool.
                                            The Board shall approve creation of an option pool for future grants of options to employees,
                                            officers, consultants and service providers which will consist of shares of Common Stock
                                            reserved for issuance under the Company’s New Plan and constituting, immediately following
                                            the Closing such percentage as set forth in the capitalization table of the Company attached
                                            hereto based on the amount actually invested hereunder (the “New Pool”).
                                            At or immediately following the Closing, the Company shall issue shares or award options
                                            to purchase shares of the Company’s share capital, out of of the New Pool to the Founder
                                            and existing employees of the Company pursuant to Schedule 5.14.



 


		5.15.	Termination of Existing Options
                                            and Option Plan. The Company shall cancel the existing options previously issued by the
                                            Company and employee stock option plan of the Company.



 


		5.16.	Agreements with Existing Stockholders.
                                            All existing agreements between the Company and the existing holders of Preferred Stock of
                                            the Company listed in Schedule 5.16 shall be cancelled and shall not have any
                                            additional effect.



 


		5.17.	Conversion of Existing Preferred
                                            and Common Stock. All existing Preferred and Common Stock of the Company shall be converted
                                            prior to the Closing into shares of Non-Voting Common Stock of the Company.



 






    17


     


    

 


		5.18.	Conversion of Existing Convertible
                                            Notes. All outstanding convertible notes issued by the Company shall be satisfied and
                                            released prior to the Closing and subject to the Plan of Distribution, as set forth in the
                                            Amended Certificate.



 


		5.19.	Cancellation of the Existing Warrants.
                                            Each of the outstanding warrants of the Company listed in Schedule 5.21 shall
                                            be exercised or cancelled.



 


		5.20.	Amendment to the Credit Line Agreement.
                                            Comerica Bank (“Comerica”) and the Company shall execute an amendment
                                            to the Credit Line Agreement in the form attached hereto as Schedule 5.22 (the
                                            “Credit Line Agreement”).



 


		5.21.	Amendment to Employment Agreement
                                            with Founder. The employment agreement of the Founder shall be amended in the form acceptable
                                            to the Representative and attached hereto as Schedule 5.21.



 


		5.22.	Director & Officer Liability
                                            Insurance. The Company shall have director and officer liability insurance reasonably
                                            satisfactory to the Investors’ Representative, with coverage amount of no less than
                                            US$ 5,000,000.



 


		5.23.	Issuance of Common Stock to Investors’
                                            Representative and Directors. The Company shall approve the issuance to (a) Ram Vromen
                                            shares of Common Stock of the Company constituting as of the Closing 8% (assuming an investment
                                            of $2,500,000) of the Share Capital of the Company (on a fully diluted basis) and (b) to
                                            the directors of the Company representing the Investors (except for the Investors’
                                            Representative) options to purchase shares of Common Stock of the Company constituting as
                                            of the Closing 2% (assuming an investment of $2,500,000) of the Share Capital of the Company
                                            (on a fully diluted basis). Such shares and options shall be issued under the New Plan under
                                            the capital gain route as stipulated in the Israeli appendix. The issuance shall enter into
                                            effect 60 days following the submission of the New Plan to the Israeli Tax Authorities.



 


		5.24.	Removal of Liens. The Company
                                            shall remove the liens listed in Section 5.24.



 


		5.25.	Founder’s Repurchase Agreement.
                                            The Company and the Founder shall execute a repurchase agreement in the form attached hereto
                                            as Schedule 5.28.



 


		5.26.	2013 Audited Financial Statements.
                                            The Investors shall receive the audited consolidated financial statements of the Company
                                            as of December 31, 2013.



 


		5.27.	Absence of Adverse Changes.
                                            From the date hereof until the Closing, there will have been no undisclosed Material Adverse
                                            Effect or any undisclosed fact or occurrence, in the reasonable determination of the Investors’
                                            Representative, including in respect of a material change to the 2013 FS.



 


		6.	Conditions of Closing of the Company.
                                            The Company’s obligation to sell and issue the Purchased Shares at the Closing is subject
                                            to the fulfillment of the following conditions:



 


		6.1.	Representations. The representations
                                            and warranties made by the Investors in Section 4 hereof shall be true and correct as
                                            of the Closing Date.



 


		6.2.	Covenants. All covenants, agreements
                                            and conditions contained in the Transaction Agreements to be performed by the Investors on
                                            or prior to the Closing Date shall have been performed or complied with in all material respects.



 


		6.3.	Stockholders’ Agreement.
                                            The Investors shall have executed and delivered the Stockholders’ Agreement.



 


		6.4.	Payment of the Consideration.
                                            All Investors have paid the Consideration (as listed opposite to Investor’s name on
                                            Exhibit A).



 






    18


     


    

 


		7.	Company’s Covenants.
                                            Without limiting any other covenants and provisions hereof, the Company covenants and agrees
                                            that it will observe each of the following covenants. Any of the following covenants may
                                            be waived by the written consent of all Investors.



 


		7.1.	Expenses. At the Closing, the
                                            Company shall reimburse counsel to the Investors in an aggregate amount of up to twenty thousand
                                            US Dollars ($20,000) plus Value Added Tax. In addition, the Company shall reimburse Company’s
                                            counsel in an aggregate amount of up to twenty thousand US Dollars ($20,000).



 


		7.2.	Use of Proceeds. The Company
                                            shall use the proceeds received from the Investors, as determined in the interim budget attached
                                            hereto as Schedule 7.2.



 


		7.3.	Approval by the Israeli Office of
                                            Chief Scientist. Within 90 days from Closing, the Company shall provide notice to the
                                            OCS for the transactions made herein.



 


		8.	Liability.



 


		8.1.	Reliance on Representations.
                                            The Investors shall have the right to rely fully upon all representations, warranties and
                                            covenants of the Company contained in this Agreement subject to this Section 8.



 


		8.2.	Indemnification by the Company.
                                            The Company shall indemnify the Investors (including their directors, officers, employees
                                            and agents) against, and hold the Investors harmless from all claims, actions, suits, deficiencies,
                                            judgments, settlements, damages, expenses, losses, costs, liabilities, and/or other expenses
                                            resulting from, or arising out of, or in connection with, a breach or misrepresentations
                                            of any Company’s representations, warranties or covenants made in this Agreement, and
                                            all actions, suits, proceedings, judgments, costs and legal or other expenses incident to
                                            any of the foregoing or the enforcement of the provisions hereof.



 


		8.3.	Procedure for Claims. Any claim,
                                            in respect of which the Investor(s) proposes to demand indemnification by the Company under
                                            this Article 8, must be asserted by written notice given by the Investor to the Company and,
                                            which notice shall set forth in reasonable detail the basis for the claim and a reasonable,
                                            good faith estimate of such claim (each a “Claim Notice”). The Company
                                            shall have a period of twenty one (21) days from the date of receipt of the Claim Notice
                                            (the “Claim Notice Period”) within which to respond to a Claim Notice.



 


		8.4.	Duty to Mitigate. The Investors
                                            hereby agree to make best efforts to mitigate any losses, claims, costs, expenses or liabilities
                                            that form the basis of any claim for indemnification under this Article 8.



 


		8.5.	Survival of Representations.
                                            All representations, warranties and agreements made by any party in this Agreement or pursuant
                                            hereto shall survive the Closing for a period of 30 months following the Closing, other than
                                            for a claim based on intentional, fraudulent or willful misrepresentation, in which case
                                            such representations shall survive for the applicable limitation period provided under the
                                            applicable law. The representations and warranties set forth in Section 3 are cumulative.



 


		8.6.	Good Faith Efforts to Settle Disputes.
                                            The Parties agree that, prior to commencing any litigation against the other concerning any
                                            matter with respect to which such party intends to claim a right of indemnification in such
                                            proceeding, representatives of such parties shall meet in a timely manner and attempt in
                                            good faith to negotiate a settlement of such dispute during which time such officers shall
                                            disclose to the others all relevant information relating to such dispute.



 


		8.7.	Equitable Relief. Notwithstanding
                                            the foregoing, each Party hereto shall be entitled to seek (a) any available remedy of law
                                            or equity (including rescission or restitution) with respect to fraud committed by the other
                                            party hereto, (b) injunctive relief to enjoin the intentional breach of any provision of
                                            this Agreement, and (c) the equitable remedy of specific performance in connection with this
                                            Agreement.



 


		8.8.	Duty to Mitigate. The Investors
                                            hereby agree to make efforts to mitigate any losses, claims, costs, expenses or liabilities
                                            that form the basis of any claim against the Company in respect of this Agreement or the
                                            Transaction Agreements.



 


		8.9.	Limitation on Liability. The
                                            Parties hereto hereby agree that each Party’s liability in connection with any Agreement
                                            or Transaction Agreement for any indirect, consequential and special damages of any kind,
                                            under any theory of law or cause of action, is hereby excluded and waived by all other parties
                                            hereto. It is further agreed that the aggregate liability of the Company and any parties
                                            affiliated therewith in connection with the Agreement or any Transaction Agreement shall
                                            not exceed the Purchase Price plus an amount equal to eight percent (8%) interest compounded
                                            annually, in the aggregate, and no claim may be brought for an amount less than $100,000.



 






    19


     


    

 


		9.	Miscellaneous.



 


		9.1.	Governing Law. This Agreement
                                            shall be governed by the laws of the laws of the State of Israel or Delaware excluding that
                                            body of law pertaining to conflict of law. Each of the parties hereby submits irrevocably
                                            to the exclusive jurisdiction of the competent courts located Tel Aviv, Israel.



 


		9.2.	Successors and Assigns. Except
                                            as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be
                                            binding upon, the successors, assigns, heirs, executors, and administrators of the parties
                                            hereto. The Company may not assign its rights and obligations hereunder without the prior
                                            written consent of the Investor’s Representative.



 


		9.3.	Entire Agreement; Amendment.
                                            This Agreement and the other documents delivered pursuant hereto at the Closing constitute
                                            the full and entire understanding and agreement between the parties with regard to the subjects
                                            hereof and thereof. Except as expressly provided herein, neither this Agreement nor any term
                                            hereof may be amended, waived, discharged or terminated other than by a written instrument
                                            signed by the Company and the Investors holding the majority of the Purchased Shares purchased
                                            under this Agreement.



 


		9.4.	Notices. All notices and other
                                            communications required or permitted hereunder shall be in writing and shall be telecopied
                                            or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand
                                            or by messenger, addressed to such party’s address as set forth in Schedule 9.4
                                            or at such other address as the parties shall have furnished to each other in writing
                                            in accordance with this provision. Any notice sent in accordance with this Section 10.4.
                                            shall be effective (i) if mailed, seven (7) business days after mailing, (ii) if sent by
                                            messenger, upon delivery, (iii) if sent via telecopier, upon transmission and electronic
                                            confirmation of receipt or (if transmitted and received on a non-business day) on the first
                                            business day following transmission and electronic confirmation of receipt (provided, however,
                                            that any notice of change of address shall only be valid upon receipt), and (iv) if sent
                                            by electronic mail, upon transmission.



 


		9.5.	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
                                            or in 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.



 


		9.6.	Counterparts. This Agreement
                                            may be executed in any number of counterparts, each of which shall be enforceable against
                                            the parties actually executing such counterparts, and all of which together shall constitute
                                            one instrument.



 


		9.7.	Severability. In the event that
                                            any provision of this Agreement becomes or is declared by a court of competent jurisdiction
                                            to be illegal, unenforceable or void, this Agreement shall continue in full force and effect
                                            without said provision; provided that no such severability shall be effective or binding
                                            on the parties if it materially changes the economic benefit of this Agreement to any party.



 


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



 


		9.9.	Confidentiality. Each party hereto
                                            agrees, in addition to any other existing confidentiality obligation, that it shall at all
                                            times keep confidential and not divulge or make accessible or use any nonpublic material
                                            information concerning or relating to the business or financial affairs of the other parties
                                            to the Transaction Agreements, to which such party has been or will become privy by reasons
                                            relating to the Transaction Agreements, to anyone, except (i) to its employees, consultants,
                                            directors, officers, potential investors and advisors in such capacity as required to perform
                                            its obligations hereunder, (ii) if required by law, (iii) its limited partners or investors,
                                            or (iv) with the prior written consent of the other Party.



 


[Remainder of page
intentionally left blank]


 






    20


     


    

 


[Company Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


	ACTELIS NETWORKING INC.	 
	 	 	 
	By:	 	 
	Name: 	Tuvia Barlev	 
	Title:	CHIEF EXECUTIVE OFFICER	 




 




    21


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


	INVESTOR:	 
	 	 	 
	NAME: RAM VROMEN	 
	 	                  	 
	By:	 	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 50,000                                                    


 


Total Shares 3,821,440                                


 


Percentage of Total Voting Stock (at $2.5 million
investment) 1.20%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 1.07%


 




    22


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: ISARD DUNIETZ (OR HIS SUCCESSOR), AS TRUSTEE
OF THE ISARD DUNIETZ 2006 TRUST, CREATED BY A DECLARATION OF TRUST DATED JULY 19,2006 AS IT MAY BE AMENDED OR RESTATED FROM TIME TO TIME
THEREAFTER


 


	By:	                              	 



 


	Signatory Name:	Isard Dunietz	 
	 	 	 
	Title:	Trustee	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 400,000                                               


 


Total Shares 30,571,517                          


 


Percentage of Total Voting Stock (at $2.5 million
investment) 9.60%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 8.57%


 




    23


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series B Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: ARIK STEINBERG


 


	By:	                              	 


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 200,000                                                                 


 


Total Shares 15,285,759                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 4.80%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 4.29%


 




    24


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: ZEEV BREGMAN


 


	By:	                              	 


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 100,000                                                                


 


Total Shares 7,642,879                                              


 


Percentage of Total Voting Stock (at $2.5 million
investment) 2.40%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 2.14%


 




    25


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: RAMI LIPMAN


 


	By:	                              	 


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 250,000                                                               


 


Total Shares 19,107,198                                            


 


Percentage of Total Voting Stock (at $2.5 million
investment) 6.00%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 5.36%


 




    26


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: YEMINI ASSET MANAGEMENT LLC


 


	By:	                              	 



 


	Signatory Name:		 
	 	 	 
	Title:	 	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 200,00                                                                 


 


Total Shares 15,290,520                                           


 


Percentage of Total Voting Stock (at $2.5 million
investment) 4.80%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 4.29%


 




    27


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: CARMEL VERNIA


 


	By:	                              	 


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 100,00                                                                 


 


Total Shares 7,642,879                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 2.40%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 2.14%


 




    28


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: PLADIN LTD.


 


	By:	                              	 



 


	Signatory Name:		 
	 	 	 
	Title:	 	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 50,000                                                                 


 


Total Shares 3,821,440                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 1.20%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 1.07%


 




    29


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: BAUHINIA INVESTMENTS LTD.


 


	By:	                              	 



 


	Signatory Name:		 
	 	 	 
	Title:	 	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 145,000                                                               


 


Total Shares 11,085,626                                           


 


Percentage of Total Voting Stock (at $3,0 million
investment) 3.09%


 




    30


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: REINISCH INVESTMENTS & HOLDINGS LTD.


 


	By:	                              	 



 


	Signatory Name:		 
	 	 	 
	Title:	 	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 50,000                                                                 


 


Total Shares 3,821,440                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 1.20%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 1.07%


 




    31


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: YARVI GILAT 


 


	By:	                              	 


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 500,000                                                               


 


Total Shares 38,214,396                                           


 


Percentage of Total Voting Stock (at $2.5 million
investment) 12.0%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 10.72%


 




    32


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: THE NIV FAMILY TRUST- JANUARY 18, 2002


	
    By:
	 	 	By:	 



 


	Signatory Name:

    
	 	 	 	Noga
                                            Niv

    

	Title:	 	 	 	Trustee


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 100,000                                                               


 


Total Shares 7,642,879                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 2.40%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 2.14%


 




    33


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: GIGI LEVY-WEISS


 


	By:	                              	 


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 25,000                                                                 


 


Total Shares 1,910,720                                              


 


Percentage of Total Voting Stock (at $2.5 million
investment) 0.60%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 0.54%


 




    34


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: KEDMA CAPITAL S.H.E. LTD.


 


	By:	                              	 



 


	Signatory Name:		 
	 	 	 
	Title:	 	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 75,000                                                                 


 


Total Shares 5,732,159                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 1.80%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 1.61%


 




    35


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: THE NIV FAMILY TRUST- JANUARY 18, 2002


 


	
    By:
	 
	 	By:	 
	 	Joseph Perl	 	 	Judith Perl


 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 100,000                                                               


 


Total Shares 7,645,260                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 2.40%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 2.14%


 




    36


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: ALAN BARKAT


 


	By:	                              	 



 


	Signatory Name:		 
	 	 	 
	Title:	 	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 75,000                                                                 


 


Total Shares 5,732,159                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 1.80%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 1.61%


 




    37


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: THE SCHWARTZ FAMILY TRUST


 


	By:	Hagi Schwartz	 




 


Full Address for Correspondence (including fax
and email):


 


The above Investor has subscribed for the following
amount under this Series A Preferred Stock Purchase Agreement:


 


US$ 50,000                                                                 


 


Total Shares 3,822,630                                             


 


Percentage of Total Voting Stock (at $2.5 million
investment) 1.20%


 


Percentage of Total Voting Stock (at $3.0 million
investment) 1.07%


 




    38


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME:


 


	By:	 	 
	 	 	 



 


	Signatory Name:	HATCH GRAHAM	 
	 	 	 
	Title:	Managing Director	 




 


Full Address for Correspondence (including fax
and email):


 


US$: 500,000                                                             


 


To be filled in by Company


 


Number of Shares of Series B Preferred Stock __________________
(the “Purchase Shares”)


 


Percentage at Closing of Voting Share Capital
of Purchased Shares on a Fully Diluted Basis.


 


---------------------


 




    39


     


    

 


[Investor Signature Page]


 


IN WITNESS WHEREOF the parties have signed this
Series A Preferred Stock Purchase Agreement as of the date first hereinabove set forth.


 


INVESTOR: 


 


NAME: THE ROAD GROUP VENTURE DEVELOPMENT COMPANY,
LLC


	 	 	 
	By:	 	 



 


	Signatory Name:	Daniel H. Miller	 
	 	 	 
	Title:	Managing Director	 




 


Full Address for Correspondence (including fax
and email):


 


US$: 30,000                                                                


 


To be filled in by Company


 


Number of Shares of Series B Preferred Stock __________________
(the “Purchase Shares”)


 


Percentage at Closing of Voting Share Capital
of Purchased Shares on a Fully Diluted Basis.


 


---------------------


 




    40


     


    

 


Exhibit A


 


	Name of Investor	 	Investment 
 Amount	 	 	Number of Purchased 
 Shares

 Purchased at 
 Closing	 
	ATA Affiliates Fund I, L.P.	 	$	9,037.50	 	 	 	690,940	 
	ATA Affiliates Fund II, L.P.	 	$	3,595.00	 	 	 	274,847	 
	ATA Investment Fund I, L.P.	 	$	2,272.51	 	 	 	173,739	 
	ATA Investment Fund II, L.P.	 	$	712.51	 	 	 	54,473	 
	ATA Ventures I, L.P.	 	$	238,690	 	 	 	18,248,470	 
	ATA Ventures II, L.P.	 	$	245,692.50	 	 	 	18,783,830	 
	Yariv Gilat	 	$	500,000	 	 	 	38,226,299	 
	Isard Dunietz (or his successor), as Trustee of the Isard Dunietz 2006 Trust, created by a Declaration of Trust dated July 19, 2006 as it may be amended or restated from time to time thereafter	 	$	400,000	 	 	 	30,581,039	 
	Rami Lipman	 	$	250,000	 	 	 	19,113,149	 
	Arik Steinberg	 	$	200,000	 	 	 	15,290,519	 
	Yemini Asset Management LLC	 	$	200,000	 	 	 	15,290,519	 
	Joseph Perl and Judith Perl	 	$	100,000	 	 	 	7,645,259	 
	Zeev Bregman	 	$	100,000	 	 	 	7,645,259	 
	Carmel Vernia	 	$	100,000	 	 	 	7,645,259	 
	Bauhinia Investments Ltd.	 	$	145,000	 	 	 	11,085,626	 
	The Niv Family Trust - January 18, 2002	 	$	100,000	 	 	 	7,645,259	 
	Alan Barkat	 	$	75,000	 	 	 	5,733,944	 
	Kedma Capital S.H.E. Ltd.	 	$	75,000	 	 	 	5,733,944	 
	Ram Vromen	 	$	50,000	 	 	 	3,822,629	 
	Reinisch Investments & Holdings Ltd.	 	$	50,000	 	 	 	3,822,629	 
	Paladin Ltd.	 	$	50,000	 	 	 	3,822,629	 
	The Schwartz Family Trust	 	$	50,000	 	 	 	3,822,629	 
	The Roda Group Venture Development Company, LLC	 	$	30,000	 	 	 	2,293,577	 
	Gigi Levy-Weiss	 	$	25,000	 	 	 	1,911,314	 



 


Addresses:


 


	
    Name of Investor
	Address	Copy
	 	 	
    Zemah Schneider & Partners, Advocates.

    2 Raul Wallenberg St.

    Tel Aviv 69719, Israel

    Attn: Adv. Mimi Zemah

	 	 	 
	 	 	 


 


 


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