Exhibit 10.8


 


ACTELIS
NETWORKS INC.


 


SERIES
B PREFERRED STOCK PURCHASE AGREEMENT


 


THIS
SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of February 2, 2016 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,
the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company
to raise capital or up to US3,000,000 by means of the issuance of newly authorized Series B Convertible Preferred Stock of the Company,
par value US$0.000001 (“Preferred B Shares”) ; and


 


WHEREAS,
each of the Investors desires to purchase, and the Company desires to issue and sell, such number of Preferred B 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 B 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 138,121,537 Preferred B Shares, according to the allocation
                                            set forth in Exhibit A (the “Purchased Shares”), at an aggregate
                                            purchase price for the Preferred B Shares not to exceed US$ 3,000,000 (the “Purchase
                                            Price”) at a price per share equal to US$0.02172 (the “PPS”)
                                            reflecting a pre-money valuation of the Company (on a fully-diluted basis excluding any and
                                            all shares of Non-Voting Common Stock of the Company of US$8,000,000 and constituting immediately
                                            after the Closing (assuming the maximum Purchase Price was paid) 27.27% of the Company’s
                                            capital Stock, on an as converted and fully diluted basis. 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”).



 


		1.3.	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 Closings.



 


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 Pearl Cohen Zedek Latzer Baratz, LLP, 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 Amended and Restated 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; (ii) approving the execution, delivery
                                            and performance by the Company of the Transaction Agreements (as hereinafter defined), 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; and (iv) a waiver by all
                                            non-participating stockholders of the Company of their pre-emptive rights and rights of first
                                            refusal, if any, with respect to the issuance of the Preferred B Shares, issuance of the
                                            Common Stock issuable upon conversion thereof and issuance of any other shares issued in
                                            connection with this Agreement; ;



 






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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; and (iv) 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
                                            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.



 


		2.3.	Additional
                                            Closings. Following the Closing, at any time and from time to time during and up to a
                                            period of forty five (45) days following the Closing (the “Additional Closing Period”),
                                            the Company may, at one or more additional closings (each an “Additional Closing”),
                                            without obtaining the signature, consent or permission of any of the Investors in the Closing
                                            or any prior Additional Closing, offer and sell to other investors (the “New Investors”),
                                            up to the Purchase Price at a price per share equal to the PPS and on the same terms and
                                            conditions provided herein. The New Investors may include persons or entities who are already
                                            stockholders of the Company or Investors under this Agreement and each New Investor shall
                                            execute and deliver a signature page to this Agreement and the Transaction Documents to the
                                            Company, become a party to, and bound by, this Agreement and the Transaction Documents to
                                            the same extent as if the New Investor had been an Investor at the Closing and each such
                                            New Investor shall be deemed an Investor for the purposes of this Agreement as of the date
                                            of the Additional Closing. The Company, in its sole discretion, may shorten the Additional
                                            Closing Period.



 


	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.


 






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		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.



 


		3.2.	Corporate
                                            Power. The Company has all requisite legal and corporate power and authority (i) to execute
                                            and deliver this Agreement, the Amended and Restated Stockholders’ 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 B Shares hereunder and to issue shares of Common Stock issuable upon conversion
                                            of the Preferred B 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.



 






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		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.



 


		3.4.	Capitalization.



 


		3.4.1.	The
                                            authorized capital stock of the Company immediately prior to the Closing consists of 138,121,537
                                            shares of Series B Preferred Stock, $0.000001 par value, none of which are issued and outstanding
                                            immediately prior to the Closing and 229,357,781 shares of Series A Preferred Stock, $0.000001
                                            par value, all of which are issued and outstanding immediately prior to the Closing and 506,428,470
                                            shares of Voting Common Stock, $0.000001 par value, at least 93,517,911 of which are issued
                                            and outstanding immediately prior to the Closing and 128,973,558 shares of Non-Voting Common
                                            Stock, $0.000001 par value all of which are issued and outstanding immediately prior to the
                                            Closing. The Company has reserved 45,431,241 shares of Common Stock for the issuance to officers,
                                            directors, employee s and consultants of the Company pursuant to its 2015 Stock Incentive
                                            Plan, duly adopted by the Board of Directors and approved by the Company’s stockholders
                                            (the “Plan”). Of such reserved shares of Common Stock, options to purchase
                                            9,674,934 shares have been granted and currently outstanding and 35,756,307 shares of Common
                                            Stock remain available for issuance to officers, directors, employees and consultants pursuant
                                            to the Plan. 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 (iv) duly registered in the name
                                            of the Investors in the Company’s stockholders register. The shares of Common Stock
                                            the shares of Series A Convertible Preferred Stock and the Preferred B Shares have the rights,
                                            preferences, privileges and restrictions set forth in the Amended Certificate and the Amended
                                            and Restated Stockholders’ Agreement.



 


		3.4.2.	It
                                            is hereby acknowledged, confirmed and agreed that the Company has 128,973,558 issued and
                                            outstanding shares of Non-Voting Common Stock, $0.000001 par value per share, which have
                                            certain distribution rights pursuant to that certain Plan of Distribution annexed as Annex
                                            I to the Amended Certificate, as may be amended and/or restated from time to time and filed
                                            with the Secretary of State of the State of Delaware.



 






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		3.4.3.	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.



 


		3.4.4.	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.



 


		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 preemptive and anti dilution protection), other than any liens or encumbrances
                                            created by or imposed upon the Investors. Except as set forth in the Amended and Restated
                                            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 Amended and Restated 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.



 






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		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 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).



 


		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.



 






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		3.11.	Intellectual
                                            Property and Other Intangible Assets.



 


		3.11.1.	The
                                            Company owns all rights, title and interest free of any and all claims or liens the items
                                            of Intellectual Property specified in Section 3.11 of the Schedule of Exceptions
                                            and has obtained the right to use the items of Intellectual Property (as defined below) specified
                                            in Section 3.11 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
                                            3.11(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
                                            3.11(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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		3.11.2.	(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.



 


		3.11.3.	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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		3.12.	Litigation.
                                            Except as set forth in Section 3.12 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.



 


		3.13.	Insurance.
                                            The Company has in full force and effect the insurance policies as set forth in Section
                                            3.13 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.



 


		3.14.	Employees.



 


		3.14.1.	Section
                                            3.14 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.



 






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		3.14.2.	Except
                                            as set forth in Section 3.14 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 3.14 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 3.14 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 3.14 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).



 


		3.14.3.	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.



 






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		3.15.	Interested
                                            Party Transactions. Except as specified in Section 3.15 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
                                            3.15 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.



 


		3.16.	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 3.16of 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.



 


		3.17.	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
                                            3.17 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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		3.18.	Contracts.



 


		3.18.1.	(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. For the purposes of this Section
                                            3.18, “Contract” shall mean 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 2016. Except as set
                                            forth on Section 3.18 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.



 


		3.18.2.	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.



 


		3.19.	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.



 


		3.20.	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.



 






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		3.21.	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.



 


		3.22.	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.



 


		3.23.	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.



 


		3.24.	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.


 






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		3.25.	Customers
                                            and Suppliers.



 


		3.25.1.	To
                                            the Company’s best knowledge, none of its ten largest customers or ten largest suppliers
                                            (both largest by revenue), 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.



 


		3.25.2.	Since
                                            December 31, 2014, 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.



 


		3.26.	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
                                            Company 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.



 


		3.27.	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.



 






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	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.



 


		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.



 


		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 . The Amended Certificate shall have been duly authorized and executed by
                                            the Company.



 






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		5.5.	Amended
                                            and Restated Stockholders’ Agreement. The Company and the existing stockholders
                                            of the Company shall have executed and delivered an Amended and Restated Stockholders’
                                            Agreement in the form of Schedule 5.5 (the “Amended and Restated Stockholders’
                                            Agreement”).



 


		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.



 


		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.	Closing
                                            Date. The Closing Date of this Agreement shall not be later than February 2, 2016, 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.



 


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



 


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



 






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	7.	Liability.



 


		7.1.	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
                                            7.



 


		7.2.	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.



 


		7.3.	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.



 


		7.4.	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 7.



 


		7.5.	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.



 


		7.6.	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.



 


		7.7.	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.



 






    19



    


    

 


		7.8.	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.



 


		7.9.	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.



 


	8.	Miscellaneous.



 


		8.1.	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.



 


		8.2.	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.



 


		8.3.	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.



 


		8.4.	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
                                            Exhibit A 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 8.4. 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.



 






    20



    


    

 


		8.5.	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.



 


		8.6.	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.



 


		8.7.	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.



 


		8.8.	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.



 


		8.9.	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]








 






    21



    


    

 


[Company
Signature Page]


 


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


 


	ACTELIS NETWORKING INC.	 
	 	 	 
	By:	 	 
	Name: 	Tuvia Barlev	 
	Date:	 	 



 




     



    


    

 


[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: 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 B Preferred Stock Purchase Agreement:


 


	US$:	 	 



 


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.


 


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


 




     



    


    

 


[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:
                                            Advanced Circuit Engineers, LLC	 
	 	 
	NAME:
    Advanced Circuit Engineers, LLC	 
	 	 
	By:	                 	 







	Signatory Name: 	Rajesh
    Jain	 
	Title:	Owner/Partner	 




 


Full
Address for Correspondence (including fax and email):


 


Rajesh
Jain


 


c/o
Advanced Circuit Engineers


 


308
S. Abbott Ave.


 


Milpitas,
CA 95035


 


email:
jain_rajesh@yahoo.com; Ph (408) 719 1617; Fx (408) 719 1278


 


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


 





	US$:	150,000	 


 


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.


 


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


 




     



    


    

 


[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:
Amit J. Ronen and Talya Ronen as trustees of the Ronen Family Trust U/T/A/D 12/21/05


 


NAME:
Amit J. Ronen


 



	By:	                 	 







	Signatory Name: 	Amit J. Ronen	 
	Title:	Trustee	 



 


Full
Address for Correspondence (including fax and email):


 


Amit
Ronen


1415
Todd Street, Mountain View, CA 94040


Email:
amit.j.ronen@gmail.com


 


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


 





	US$:	100,000.00	 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 







	Signatory Name: 		 
	Title:		 



 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 







	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 


	US$:		 





 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 







	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 






	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
KETAN J. SHAH	 
	 	 
	By:	                 	 






	Signatory Name: 	KETAN J. SHAH	 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


10162
FIRWOOD DR


 


CUPERTINO,
CA 95014 USA.


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 






	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 






	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 






	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 






	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
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 B Preferred Stock Purchase Agreement:


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
ROGER NICHOLSON	 
	 	 
	NAME:
ROGER NICHOLSON	 
	 	 
	By:	                 	 






	Signatory Name: 	ROGER NICHOLSON	 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


34742
WILLIAMS WAY


 


UNION
CITY, CA 94587


 


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


 





	US$:	125.00	 


  


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.


 


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


 




     



    


    

 


[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:
SAURABH AGARWAL	 
	 	 
	By:	                 	 






	Signatory Name: 	SAURABH AGARWAL	 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 






	Signatory Name: 		 
	Title:		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
THE ISARD DUNIETZ 2006 TRUST, CREATED BY A DECLARATION OF TRUST DATED JULY 19, 2006, AS IT MAY BE AMENDED OR RESTARTED FROM TIME
TO TIME THEREAFTER


 	By:	                 	 







	Signatory Name: 	Isard Dunietz (or his successor)	 
	Title:	Trustee	 







 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


[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:
	 
	 	 
	By:	                 	 






	Signatory Name: 		 
	Title		 




 


Full
Address for Correspondence (including fax and email):


 


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


 





	US$:		 


 


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.


 


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


 




     



    


    

 


Exhibit
A


 


	 

    Name
    of Investor
	Address	Investment
    Amount	Number
    of Purchased Shares Purchased at Closing
	Ram
    Vromen	6
    Reading Street

    Tel Aviv, 69022 Israel	$20,000.00	920,810
	Yariv
    Gilat	9
    Hagolan Street

    Tel Aviv, 6971812 Israel	$200,000.00	9,208,103
	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	 	$200,000.00	9,208,103
	Rami
    Lipman	 	$125,000.00	5,755,064
	Arik
    Steinberg	8
    Yiftach Street, Entrance B

    Ramat Hasharon 471082, Israel	$130,000.00	5,985,267
	Yemini
    Asset Management LLC	 	$50,000.00	2,302,025
	Carmel
    Vernia	36
    Benayahu

    Tel Aviv, Israel	$40,000.00	1,841,620
	Bauhinia
    Investments Ltd.	c/o
    Excaliber Capital

    11 Menachem Begin Road

    Ramat Gan 52522, Israel	$105,000.00	4,834,254
	The
    Niv Family Trust - January 18, 2002	27240
    Natoma Road

    Los Altos Hills, CA 94022	$150,000.00	6,906,077
	Kedma
    Capital S.H.E. Ltd.	Azrieli
    Center, Round Tower 132 Menachem Begin Blvd.,

    Tel Aviv 67021	$15,000.00	690,607
	Reinisch
    Investments & Holdings Ltd.	Excaliber
    Capital Ltd

    Attention – Jennifer Kessler

    11 Derech Menahem Begin, 11th floor

    Ramat Gan 5268104	$25,000.00	1,151,012
	Paladin
    Ltd.	Excaliber
    Capital Ltd

    Attention – Jennifer Kessler

    11 Derech Menahem Begin, 11th floor

    Ramat Gan 5268104	$20,000.00	920,810
	Zeev
    Bregman	Kfar
    Saba 3

    Tel Aviv 65147	$40,000.00	1,841,620
	Roger
    Nicholson	34742
    Williams Way

    Union City, CA 94587	$125,000.00	5,755,064
	Ronen
    Family Trust U/T/A/D 12/21/05	C/O
    Amit Ronen, Trustee

    1415 Todd Street

    Mountain View, CA 94040	$100,000.00	4,604,051
	Tameyasu
    Anayama	 	$300,000.00	13,812,154
	The
    Beinglass Revocable Trust, August 2000	1330
    Elsona Ct

    Sunnyvale, CA 94087	$50,000.00	2,302,025
	Saurabh
    Argwal	36928
    Montecito Drive

    Fremont, CA 94536	$50,000.00	2,302,025
	Ketan
    J. Shah	10162
    Firwood Drive

    Cupertino, CA 95014	$50,000.00	2,302,025
	Advanced
    Circuit Engineers, LLC	C/O
    Rajesh Jain

    308 S. Abott Avenue

    Milpitas, CA 95035	$150,000.00	6,906,077
	TOTALS	 	$1,945,000	89,548,793