Exhibit
10.5


 


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


 


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


 


TECHCARE
CORP.


(A
Delaware corporation)


 


FIRST
AMENDMENT TO SUBSCRIPTION AGREEMENT DATED AUGUST 8, 2018


DATED:
October 28th, 2018 (the “Effective Date”)


 


	WHEREAS

         
	 	Y.M.Y Industry Ltd. (Israeli Company No. 512680539), of 38 Yefet St., Tel Aviv-Yafo, Israel (the “Investor”) has subscribed for and purchased 645,995 shares of common stock, par value $0.0001 (the “Shares”) offered by TechCare Corp., a Delaware corporation with offices located at 1140 Avenue of the Americas, New York, NY 10036 (the “Company”), at a purchase price per share of US$ $0.387 (the “Original Share Purchase Price”), for an aggregate consideration of US$250,000 (the “Original Investment Amount”), all pursuant to the terms and conditions set forth in a certain subscription agreement dated August 8, 2018 (the “Subscription Agreement”); and
	 	 	 
	
        WHEREAS

         
	 	Under the subscription Agreement, the Investor was
    further entitled, but not obligated, until the twelve month anniversary thereof, to subscribe for, and purchase, 416,667
    additional Shares of the Company, at a purchase price of $0.60, for an aggregate consideration of US$250,000, valid thru
    August 7, 2018, all pursuant to the terms and conditions set forth in this Subscription Agreement; and
	 	 	 
	WHEREAS

         
	 	
        On September
        25, 2018, the Company’s board of directors has adopted a resolution, pursuant to which any investor participating in this
        current financing round, shall be entitled, but not obligated, to increase its investment in the Company to US$500,000 or beyond,
        and thereby, be entitled to a discounted price per share of $0.261 (respectively: the “New Share Purchase Price”
        and the Discount”), which will apply both to its Original Investment Amount and to the additional amount so invested;
        and

        

	 	 	 
	WHEREAS	 	The
    Investor wishes to increase its Original Investment Amount, in consideration for the Discount,


 


NOW
THEREFORE, in consideration of the mutual promises set forth in this Agreement, the Parties hereby agree, represent and undertake
as follows:


 


1. The
Offering


 


1.1 On the basis
of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, The Investor
hereby agrees to subscribe for and purchase an aggregate total of 1,915,708 shares of common stock, par value $0.0001 (the “Initial
Shares”) offered by the Company, at a purchase price per share of US$ 0.261 (the “Share Purchase Price”),
for an aggregate consideration of US$500,000 (the “Subscription Proceeds”), as of the date hereof, all pursuant
to the terms and conditions set forth in this Subscription Agreement


 


1.2
In addition, on the basis of the representations and warranties and subject to the terms and conditions set forth in this
Subscription Agreement, the Investor shall be entitled, but not obligated, until the twelve month anniversary of the date
hereof, to subscribe for, and purchase, 833,333 additional Shares of TechCare Corp. (the “Additional
Shares”) at a purchase price of $0.60, for an aggregate consideration of US$250,000 (the “Additional
Subscription Proceeds”), all pursuant to the terms and conditions set forth in the Subscription Agreement and this
Amendment


 


As the Investor
has already subscribed for and purchased 645,995 Shares at a purchase price per share of US$ 0.387 (the “Share Purchase
Price”), for an aggregate consideration of US$250,000 and received the option to subscribe for and purchase 416,667 additional
Shares of the Company, at a purchase price of $0.60, the following provisions shall apply:


 




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(a) the Investor
shall transfer the outstanding balance of US$250,000 to the Company; (b) the Company shall issue 957,854 Shares to the
Investor, representing the New Share Purchase Price; (c) the Company shall issue the Investor 311,859 additional Shares for
the aggregate par value, representing the effectuation of the Discount with respect to the Original Investment Amount
pursuant to the Subscription Agreement (i.e. a total of 957,854 shares to be issued at the New Share Purchase Price minus
645,995 already issued pursuant to the Subscription Agreement, at the Original Share Purchase Price); and (d) the Company
shall grant the Investor with the option subscribe for, and purchase, 416,667 additional Shares of the Company, at a purchase
price of $0.60, for an aggregate consideration of US$250,000, valid thru October 27, 2019


 


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


 


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


 


1.5 Subject to the
terms hereof, this Subscription Agreement will be effective upon receipt by the Company of the Subscription Proceeds.


 


1.6 Within seven
(7) days of from the receipt of the Subscription Proceeds or the Additional Subscription Proceeds by the Company, as applicable,
the Company shall deliver to the Investor book entry confirmation representing the number of Shares purchased by the Investor.
The Shares shall be registered on the books of the Company as follows:


 


Y.M.Y Industry Ltd.(Israeli Company No. 512680539), of 38 Yefet St., Tel Aviv-Yafo, Israel


 


2. Payment
of Subscription Proceeds and Additional Subscription Proceeds


 


The Investor understands
that the Subscription Proceeds and Additional Subscription Proceeds, as applicable, are payable to the Company by electronic wire
transfer pursuant to the Company’s wiring instructions to be provided thereto.


 


3. Documents/Deliveries
Required from the Investor


 


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


 


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


 


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


 


4. Acknowledgements
of Investor


 


4.1 The Investor
acknowledges and agrees that


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


5. Representations.
Warranties and Covenants of the Investor


 


5.1 The Investor
hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall be true
and correct as of the date hereof and as of the subscription date of the Additional Shares, and will survive the execution and
delivery of this Subscription Agreement) that’


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xi) the
Investor.


 




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


 


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


 


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


 


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


 


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


 


(xiv) the
Investor acknowledges that


 


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


 


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


 


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


 


6. Conditions
Precedent.


 


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


 


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


 


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


 


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


 


7. Acknowledgement
and Waiver


 


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


 




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8. Restrictive
Legend on Subject Securities


 


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


 


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


 


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


 


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


 


9. Costs


 


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


 


10. Governing
Law


 


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


 


11. Survival


 


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


 


12. Assignment


 


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


 


13. Severability


 


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


 


14.
Entire Agreement


 


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


 


15. Notices


 


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


 




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16. Counterparts
and Electronic Means


 


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


 


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


 


	Y.M.Y Industry Ltd.	 
	(Name
                                         of
                                         Investor)



	 
		 
	(Signature of Investor)	 
	38 Yefet St., Tel Aviv-Yafo, Israel	 
	(Address
of Investor)	 


















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ACCEPTANCE


 


The
above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by TechCare Corp.


 


DATED
this 28th day of October, 2018


 





	TechCare Corp.	 
	 	 
	/s/ Doron Biran	 
	Name: 	Doron Biran	 
	Title: 	CEO	 






 



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