F-3/A











Exhibit 4.5  



SHARE PURCHASE
AGREEMENT 



This SHARE PURCHASE AGREEMENT
(this “Agreement”) is made and entered into as of July 16, 2008, by and among
B.O.S Better Online Solutions Ltd. (the “Company”), and the other parties listed
on Schedule I hereto (each, an “Investor” and collectively, the
“Investors”). 



        WHEREAS,
subject to the terms and conditions herein, the Investors desire to acquire from the
Company, and the Company desires to issue to the Investors Ordinary Shares of the Company,
par value NIS 4.00 each (each, a “Share” and collectively, the
“Shares”, and when referred to the shares to be purchased by each Investor, such
number of shares as set forth opposite such Investor’s name in the column labeled
“No. of Shares” on Schedule 1 hereto) for the amounts set forth in
Schedule 1 hereto. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investors hereby agree as follows: 



1.     PURCHASE
AND SALE OF SHARES.  



    1.1        Subject
to the satisfaction of the terms and conditions described in this Agreement, at the
Closing (as defined below), the Company agrees to sell to each Investor, and each
Investor, severally and not jointly, agrees to purchase from the Company, such number of
Shares, against such amount, as is set forth opposite such Investor’s name in the
columns labeled “No. of Shares”and “Purchase Amount”, respectively,
on Schedule 1 hereto, and reflecting a price of $1.35 per Ordinary Share (the
“PPS”).  



    1.2        At
the Closing, the Company shall issue and deliver to the Investors a Warrant in the form
attached hereto as Exhibit A (the “Warrant”) to purchase such
number of Shares as is set forth opposite such Investor’s name in the columns
labeled “No. of Warrants”. The Warrant shall be exercisable for a period of 2
(two) years from the date of issuance (the “Warrant Issue Date”). The Warrant’s
exercise price shall be $1.60 per Share.  



     2.    
          CLOSING. The execution and delivery of this Agreement shall occur upon
          delivery by facsimile of executed signature pages of this Agreement and all
          other documents, instruments and writings required to be delivered pursuant to
          this Agreement to Amit, Pollak, Matalon & Co., NITSBA Tower, 17 Yitzhak
          Sadeh St., Tel-Aviv 67775 Israel attn: Shlomo Landress, Adv., Fax: (972) 3
          568-9001. The closing of the purchase and sale of the Shares will take place ten
          (10) days after the date hereof (or, if such date is not a business day, on the
          next business day thereafter), provided on such date the conditions for Closing
          set forth in Sections 5 and 6 herein shall have been satisfied in full or waived
          by the appropriate party thereunder, or at such different date as may be
          mutually acceptable to the Investors and the Company (the “Closing”).
          At the Closing, each Investor shall deliver to the Company payment in full
          (without deduction of any fees or taxes) for the Shares to be purchased by such
          Investor in the amount set forth opposite such Investor’s name in the
          column labeled “Purchase Amount” on Schedule 1, via wire
          transfer of immediately available funds or bank or cashier’s check. At the
          Closing, the Company will deliver to each Investor a duly executed share
          certificate reflecting such number of shares set forth opposite such
          Investor’s name in the column labeled “No. of Shares”. 











     3.    
          REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company hereby
          represents and warrants to each Investor that: 



    3.1        Corporate
Organization. The Company is a corporation duly incorporated and validly existing
under the laws of Israel, and has the corporate power to own its property and to carry on
its business as now being conducted. The Company’s shares are traded on the Nasdaq
Global Market and on the Tel-Aviv Stock Exchange and as such it is subject to both US and
Israeli Securities Laws.  



    3.2        Due
Authorization and Valid Issuance. The Company has the corporate power to enter into
this Agreement and the Registration Rights Agreement (the “Transaction Documents”).
The Transaction Documents have been, or will have been, at the time of their respective
execution and delivery, duly executed and delivered by the Company. Prior to the Closing
of this Agreement, the Company shall have acted to complete all corporate action
necessary on its part for the issuance, sale and delivery of the Shares. The Shares being
purchased by the Investors hereunder will, upon issuance and payment therefore pursuant
to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable.  



    3.3        Binding
Agreement. The Transaction Documents constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their respective terms,
except as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or similar laws relating to or affecting the
rights of creditors and contracting parties generally, (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any proceeding
therefore may be brought, and (iii) rights to indemnity and contribution may be limited
by Israeli or U.S. state or federal securities laws applicable to the Company or by the
public policy underlying such laws.  



    3.4        Non-Contravention.
Neither the execution and delivery of the Transaction Documents, nor the consummation of
the transactions or the performance of the obligations contemplated hereby and thereby
will result in any violation or breach of Company’s articles of association,
by-laws, board resolutions or shareholders resolutions.  



    3.5        No
Consent. To the Company’s best knowledge, and in reliance on the representations
of the Investors given in Section 4 hereof, except for reporting obligations and
approvals required under applicable security laws and market regulations in Israel and
the United States and for notices to or approvals by the Office of the Chief Scientist
and the Investment Center of the Ministry of Industry, Trade and Labor (if required), no
consent of any governmental body or third party is required to be made or obtained by the
Company in connection with the execution and delivery of the Transaction Documents by the
Company or the consummation by the Company of the transactions or the performance of the
obligations contemplated hereby and thereby by the Company.  



- 2 -







    3.6        Capitalization.
The authorized share capital of the Company consists of 35,000,000 Ordinary Shares, par
value NIS 4.00 per share, of which, as of June 15, 2008, 11,467,778 Ordinary Shares are
issued and outstanding. The Company is currently in discussions with other investors with
respect to additional financings, in which financings the price per share may be
different than the PPS hereunder.  



    3.7        Financial
Statements.  



        The
audited consolidated financial statements of the Company as of December 31, 2007 and the
related notes thereto, as filed by the Company with the Securities and Exchange Commission
(“SEC”) under Form 20-F on June 30, 2008 fairly present the financial position
of the Company as of their respective dates, and have been prepared in accordance with the
books and records of the Company as at the applicable dates and for the applicable
periods. Such financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the periods
therein specified, except as may be disclosed in the notes to such financial
statements, or as may be permitted by the Securities and Exchange Commission and except as
disclosed in the filings the Company made in connection with such statements, if any. 



    3.8        Legal
Proceedings. Except as disclosed in the Company’s public filings, there is no
material legal or governmental proceeding pending or, to the knowledge of the Company,
threatened to which the Company is or may be a party.  



    3.9        Intellectual
Property. (i) The Company, either directly or through its subsidiaries, owns or
possesses sufficient rights to use all material patents, patent rights, trademarks,
copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively,
“Intellectual Property”) described or referred to in the Company’s public
filings as owned or possessed by it,except where the failure to own or possess
would not have a material adverse effect on the Company, (ii) to the knowledge of the
Company, the Company is not infringing, nor has it received any notice of, any asserted
infringement of, any rights of a third party with respect to any Intellectual Property
that, individually or in the aggregate, would have a material adverse effect on the
Company.  



    3.10        Compliance
with Law. To the knowledge of the Company, the business of the Company is conducted
in accordance with applicable laws, except to extent that, individually or in the
aggregate, would not have a material adverse effect on the Company.  



    3.11        Disclosure.
The representations and warranties of the Company contained in this Section 3 as of
the date hereof and as of the Closing, and in the Company’s public filings with the
SEC, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements herein, in light of the circumstances under which
they are made, not misleading. Investors are referred to the Company’s Annual Report
on Form 20-F filed with the SEC on June 30, 2008.  



- 3 -







     4.    
          REPRESENTATIONS OF THE INVESTORS. Each of the Investors severally
          represents to the Company that: 



    4.1        Enforceability.
If such Investor is a corporation, partnership, limited liability company, trust or other
entity, (i) it is authorized and qualified and has full right and power to become an
investor in the Company, is authorized to purchase the Shares and to perform its
obligations pursuant to the provisions hereof, (ii) the person signing the Transaction
Documents and any other instrument executed and delivered therewith on behalf of such
Investor has been duly authorized by such entity and has full power and authority to do
so, and (iii) such Investor has not been formed for the specific purpose of acquiring an
interest in the Company.  



    4.2        Restrictions
on Transferability and Hedging.  



		    4.2.1        Such
Investor understands that (i) the Shares have not yet been registered under the
Securities Act of 1933, or under the laws of any other jurisdiction; (ii) such Shares
cannot be sold, transferred or otherwise disposed of unless they are subsequently
registered under the Securities Act and, where required, under the laws of other
jurisdictions or unless an exemption from registration is then available; (iii) there is
now no registration statement on file with the Securities and Exchange Commission with
respect to the Shares to be purchased by the Investor.  







		    4.2.2        Such
Investor acknowledges and agrees that the certificates representing the Shares shall bear
restrictive legends as counsel to the Company may determine are necessary or appropriate,
including without limitation, legends under applicable securities laws similar to the
following:  







	 	
“The shares represented by this certificate have not been registered under the Securities Act
of 1933. The shares have been acquired for investment and may not be sold, transferred,
assigned or otherwise disposed of in the absence of an effective registration statement
with respect to the shares evidenced by this certificate, filed and made effective under
the Securities Act of 1933, or an opinion of the Company’s counsel that registration
under such Act is not required.” 






		    4.2.3       The
Company will not register any transfer of Shares not made pursuant to registration under
the Securities Act, or pursuant to an available exemption from registration.  







		    4.2.4       The
Investor agrees not to engage in hedging transactions with regard to the Shares sold
pursuant to this Agreement.  







    4.3        Offshore
Transaction. The Investor is not a “U.S. Person”, as such term is defined
in Regulation S under the Securities Act of 1933 (“Reg. S”), its principal
address is outside the United States and it has no present intention of becoming a
resident of (or moving its principal place of business to) the United States. The
Investor was located outside the United States at the time any offer to sell and any
other action in connection with such offer and sale was made to the Investor and at the
time that the buy order was originated by the Investor. The Shares are being acquired
solely for the Investor’s own account, and in no event and without derogating from
the foregoing, for the account or the benefit of a U.S. person. The Investor shall comply
with the applicable distribution compliance periods pursuant to Reg. S.  




- 4 -







    4.4        Investment
Purposes. The Shares are being acquired for investment purposes. The Shares are not
being purchased with a view to, or for sale in connection with, any distribution or other
disposition thereof. The Investor has no present plans to enter into any contract,
undertaking, agreement or arrangement for any such resale, distribution or other
disposition and it will not divide its interest in the Company’s Shares with others,
resell or otherwise distribute the Shares in violation of federal or state US Securities
laws or the Israeli Securities Law.  



    4.5        Information
and Advice.  



		    4.5.1        Such
Investor has carefully reviewed and understands the risks of a purchase of the Shares. In
connection with such Investor’s investment in the Company, it has obtained the
advice of its own investment advisors, counsel and accountants (the “Advisors”).
Such Investor and its Advisors have reviewed the Company’s public filings and have
been furnished with all materials relating to the Company or the offering of the Shares
(the “Offering”) that they have requested. Such Investor and its Advisors have
been afforded the opportunity to ask questions of the Company concerning the financial
and other affairs of the Company and the conditions of the Offering and to obtain any
additional information necessary to verify the accuracy of any representations or
information set forth with respect to the Shares.  







		    4.5.2       The
Company has answered all reasonable inquiries that such Investor and its Advisors have
made concerning the Company or any other matters relating to the creation and operations
of the Company and the terms and conditions of the Offering.  







    4.6        Sophistication
and Risk.  



		    4.6.1       It
has such knowledge and experience in financial and business matters, that it is capable
of evaluating, and has evaluated, the merits and risks of the Offering. By reason of its
business or financial experience, it has the capacity to protect its interests in
connection with an investment in the Company.  







		    4.6.2       It
understands that no Israeli or U.S. federal or state agency has passed upon the Shares or
made any finding or determination as to the fairness of the transactions contemplated in
the Transaction Documents.  







		    4.6.3       It
understands that the Shares are speculative investments, which involve a high degree of
risk, including the risk that such Investor might lose its entire amount invested in the
Company.  







		    4.6.4       It
understands that any tax benefits that may be available to such Investor may be lost
through adoption of new laws, amendments to existing laws or regulations, or changes in
the interpretation of existing laws and regulations.  







		    4.6.5       It
has the financial ability to bear the economic risk of its investment in the Company and
has adequate net worth and means of providing for the Investor’s current needs and
contingencies to sustain a complete loss of the Investor’s investment and has no
need for liquidity in the Investor’s investment in the Company.  







- 5 -







		    4.6.6       It
is an “Accredited Investor,” as such term is defined in Rule 501 of Regulation
D under the Securities Act of 1933.  







    4.7        No
solicitation. At no time was such Investor presented with or solicited by any
leaflet, public promotional meeting, newspaper or magazine article, radio or television
advertisement or any other form of general advertising or general solicitation concerning
the Offering.  



    4.8        Broker-Dealer.
The Investor is not a broker-dealer, nor is it an affiliate of any broker-dealer.  



    4.9        Further
Indebtedness. Such Investor acknowledges that no provision of the Transaction
Documents executed and delivered by the Company restricts, or shall be construed to
restrict, in any way the ability of the Company to incur indebtedness or to issue share
capital or other equity securities (or securities convertible into equity securities) of
the Company or to grant liens on its property and assets.  



    4.10        Voting
and/or Investment Control over the Investor. Each Investor has made available to the
Company a list of individuals who have or share voting and/or investment control over
such Investor. The Investor shall update such list as reasonably requested by the Company
to comply with request for such information from any regulatory body.  



    4.11        Independent
Investment. No Investor has agreed to act with any other Investor for the purpose of
acquiring, holding, voting or disposing of the Shares purchased hereunder, and each
Investor is acting independently with respect to its investment in the Shares. Nothing
contained herein or in any Transaction Document, and no action taken by any Investor
pursuant thereto, shall be deemed to constitute the Investors, or any of them, as a
partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Investors, or any of them, are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by the
Transaction Documents.  



    4.12        Holdings.
Schedule 1 attached hereto reflects the holdings of the Company’s shares by
each Investor and its affiliates as of the date hereof, and as of the Closing.  



    4.13        Availability
of Exemptions. The Investor understands that the Shares are being offered and sold in
reliance on a transactional exemption or exemptions from the registration requirements of
Israeli and U.S. Federal and state securities laws and the Company is relying upon the
truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of such Investor set forth herein in order to determine the applicability
of such exemptions and the suitability of such Investor to acquire the Shares.  



    4.14         Indemnification.
 The Investor agrees to indemnify, defend and hold harmless the Company and its
shareholders, directors, executive officers and affiliates from and against all
liability, damage, losses, costs and expenses (including reasonable attorneys’ fees)
which they may incur by reason of the failure of the Investor to fulfill any of the terms
and conditions of this Agreement, or by reason of any breach of the representations and
warranties made by the Investor herein or in any document provided by the Investor to any
executive officers, directors, the Company or any of their affiliates.  



- 6 -







    4.15        Disclosure.
The representations and warranties of the Investor contained in this Section 4 as of
the date hereof and as of the Closing, do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated herein or necessary to make
the statements herein, in light of the circumstances under which they are made, not
misleading. Each Investor understands and confirms that the Company will rely on the
foregoing representations in effecting the transaction contemplated in the Transaction
Documents and other transactions in securities of the Company.  



     5.    
          CONDITIONS OF EACH INVESTOR’S OBLIGATION AT THE CLOSING. The
          obligation of each Investor to purchase its respective Shares is subject to the
          fulfillment or waiver by such Investor prior to or on the date of the Closing of
          the conditions set forth in this Section 5. In the event that any such condition
          is not satisfied to the satisfaction of an Investor, then such non-satisfied
          Investor shall not be obligated to proceed with the purchase of such securities. 



    5.1        Representations
and Warranties. The representations and warranties of the Company under this
Agreement shall be true in all material respects as of the Closing, with the same effect
as though made on and as of such date.  



    5.2        Compliance
with Agreements. The Company shall have performed and complied in all material
respects with all agreements or conditions required by this Agreement to be performed and
complied with by it prior to or as of the Closing.  



    5.3        Registration
Rights Agreement. As of the Closing, the Registration Rights Agreement in the form
attached hereto as Exhibit B (the “Registration Rights Agreement”) shall
have been executed and delivered by the Company and each Investor.  



    5.4        No
Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction which prohibits the consummation of any
of the transactions contemplated by this Agreement  



     6.    
          CONDITIONS OF THE COMPANY’S OBLIGATION AT THE CLOSING. The
          obligation of the Company to issue the Shares to the Investors at the Closing is
          subject to the fulfillment or waiver by the Company prior to or on the Closing
          of the conditions set forth in this Section 6. In the event that any such
          condition is not satisfied to the satisfaction of the Company, then the Company
          shall not be obligated to proceed with the sale of the securities under this
          Agreement. 



    6.1        Representations
and Warranties. The representations and warranties of all Investors under this
Agreement shall be true in all material respects as of the Closing, with the same effect
as though made on and as of such date.  



    6.2        Compliance
with Agreements. All Investors shall have performed and complied in all respects with
all agreements or conditions required by this Agreement to be performed and complied with
by it prior to or as of the Closing.  



- 7 -







    6.3        Registration
Rights Agreement. As of the Closing, the Registration Rights Agreement shall have been
executed and delivered by all of the Investors.  



    6.4        No
Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction which prohibits the consummation of any
of the transactions contemplated by this Agreement.  



    6.5        Delivery
of Purchase Amount. Each of the Investors shall have delivered to the Company its
respective Purchase Amount for the Shares at the Closing Date.  



    6.6        Government
Approvals. The Company shall have received all necessary governmental approvals with
respect to the transactions contemplated hereby. The Investors shall have executed any
confirmations required by the Office of Chief Scientist. .  



    6.7        Notices
to Nasdaq and the TASE. The Company shall have made all required filings of notices
with Nasdaq and the Tel Aviv Stock Exchange. The Company shall use its best efforts to
complete such filings.  



     7.    
          CONFIDENTIALITY. Any information disclosed to each of the Investors or
          their respective Advisors , which has not previously been made available to the
          general public by the Company, if any, shall be considered Confidential
          Information. Each Investor acknowledges the confidential nature of the
          Confidential Information it may have received, and agrees that the Confidential
          Information is the valuable property of the Company. Each Investor agrees that
          it and its Advisors shall not reproduce any of the Confidential Information
          without the prior written consent of the Company, nor shall they use any
          Confidential Information for any purpose except as permitted by and in the
          performance of this Agreement, or divulge all or any part of the Confidential
          Information to any third party. The confidentiality obligations undertaken by
          the Investors hereunder will remain in full force and effect regardless of the
          execution and consummation or termination of this Agreement. 



8.     MISCELLANEOUS.  



    8.1        Amendments. This
Agreement may be modified, supplemented or amended only by a written instrument executed
by the Company and the Investors (or, the applicable Investor, as the case may be).  



    8.2        Notices.
Any notice that is required or provided to be given under this Agreement shall be deemed
to have been sufficiently given and received for all purposes, (i) when delivered in
writing by hand, upon delivery; (ii) if sent via facsimile, upon transmission and
electronic confirmation of receipt (and if transmitted and received on a non-business
day, on the first business day following transmission and electronic confirmation of
receipt), (iii) seven (7) business days (and fourteen (14) business days for
international mail) after being sent by certified or registered mail, postage and charges
prepaid, return receipt requested, or (iv) three (3) business days after being sent by
internationally overnight delivery providing receipt of delivery, to the following
addresses:  



- 8 -








	 	
if
to the Company, B.O.S Better Online Solutions Ltd., 20 Freiman Street, Rishon Lezion,
75101 Israel Attn: Mr. Eyal Cohen, CFO, facsimile: (972) 3 954-1003, with a copy to Amit,
Pollak Matalon & Co., Nitsba Tower, 17 Yitzhak Sadeh St., Tel-Aviv 67775 Israel attn:
Shlomo Landress, Adv. Fax: (972) 3 568-9000; or at any other address designated by the
Company to the Investors in writing; 






	 	
if
to an Investor, to its address listed on Schedule 1 hereto or at any other address
designated by the Investor to the Company in writing. 






    8.3        Survival
of Representations and Warranties. All representations and warranties contained
herein or in any Transaction Document or in any other certificate delivered hereunder or
thereunder shall survive after the execution and delivery of this Agreement or such
certificate or document, as the case may be, for a period of 24 months from the date
hereof. All covenants and agreements in any Transaction Documents shall survive in
accordance with their terms. This Section shall survive the termination of this Agreement
for any reason.  



    8.4        Delays
or Omissions; Waiver. Except as expressly provided herein, no delay or omission to
exercise any right, power or remedy accruing to any party under this Agreement shall
impair any such right, power or remedy of such party nor shall it be construed to be a
waiver of any breach or default, or an acquiescence thereto, or of a 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 theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any party
hereto 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.  



    8.5        Other
Remedies. Any and all remedies herein expressly conferred upon a party shall be
deemed cumulative with, and not exclusive of, any other remedy conferred hereby or by law
on such party, and the exercise of any one remedy shall not preclude the exercise of any
other.  



    8.6        Entire
Agreement. This Agreement and the exhibits and schedules hereto, constitute the
entire understanding and agreement of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral, between
the parties with respect hereto and thereto.  



    8.7        Headings. All
section headings herein are inserted for convenience only and shall not modify or affect
the construction or interpretation of any provision of this Agreement.  



    8.8        Severability.
Should any one or more of the provisions of this Agreement (including its exhibits and
schedules) or of any agreement entered into pursuant to this Agreement be determined to
be illegal or unenforceable, all other provisions of this Agreement and of each other
agreement entered into pursuant to this Agreement, shall be given effect separately from
the provision or provisions determined to be illegal or unenforceable and shall not be
affected thereby. The parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision, which will achieve,
to the extent possible, the economic, business and other purposes of the void or
unenforceable provision.  



- 9 -







    8.9        Assignment.
This Agreement may not be assigned in whole or in part by any Investor without the prior
written consent of the Company.  



    8.10        Governing
Law and Venue. This Agreement shall be construed in accordance with and governed by
the internal laws of the State of Israel, without regard to conflict of laws provisions.
Any dispute arising under or in relation to this Agreement shall be adjudicated in the
competent court of Tel Aviv-Jaffa district only, and each of the parties hereby submits
irrevocably to the exclusive jurisdiction of such court.  



    8.11        Counterparts.
This Agreement may be executed concurrently in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.  



    8.12        Further
Actions. At any time and from time to time, each party agrees, without further
consideration, to take such actions and to execute and deliver such documents as may be
reasonably necessary to effectuate the purposes of this Agreement.  



    8.13        Independent
Nature of Investors’ Obligations and Rights. The obligations of each Investor
under any Transaction Document are several and not joint with the obligations of any
other Investor, and no Investor shall be responsible in any way for the performance of
the obligations of any other Investor under any Transaction Document.  


(Remainder of page intentionally left blank.)  




- 10 -







IN WITNESS WHEREOF, the
undersigned have executed and delivered this Agreement as of the date first set forth
above. 




	B.O.S. BETTER ONLINE SOLUTIONS LTD.



By: 
——————————————

Name:
——————————————

Title:
——————————————	MRS. SOPHIE DULAC



——————————————








		
		
		
		
		
	Address for Notices: 	Address for Notices: 
	 
	20 Freiman Street	86 Avenue Niel
	Rishon Lezion 75101, Israel	75017 Paris, France
	Attention:    Eyal Cohen , CFO
	Facsimile:    (972) 3 954-1003	Facsimile:











	MCKENZIE JORDAN AND CIE INC.



By: 
——————————————

Name:
——————————————

Title:
——————————————	KENTVILLE COMPANY INC.



By: 
——————————————

Name:
——————————————

Title:
——————————————







		
		
		
		
		
	Address for Notices: 	Address for Notices: 
	 
	1000 de la Gauchetière West No 2900,	1000 de la Gauchetière West No 2900,
	Montréal,
Québec, Canada H3B 4W5	Montréal,
Québec, Canada H3B 4W5
	Attention:	Attention:
	Facsimile:	Facsimile:






- 11 -







Schedule 1  






	INVESTOR'S NAME AND ADDRESS
	PURCHASE

AMOUNT
	NO. OF SHARES

PURCHASED
	NO. OF

WARRANTS

	 			
				
				
				
	Mrs. Sophie Dulac 	 	 	 		 	 		 	 		 
	86 Avenue Niel, 75017	 	 
	Paris, France	 	 	$	   335,000	 	 	248,148	 	 	124,074	 
	 	 	 
	McKenzie Jordan and Cie Inc. 	 	 
	Registrar of Quebec	 	 
	number 1161443438	 	 
	1000 de la Gauchetière	 	 
	West No 2900,	 	 
	Montréal,
Québec	 	 
	Canada H3B 4W5	 	 	$	   335,000	 	 	248,148	 	 	124,074	 
	 	 	 
	Kentville Company Inc. 	 	 
	Registrar of Quebec,	 	 
	number no 1161426029,	 	 
	1000 de la Gauchetière	 	 
	West No 2900,	 	 
	Montréal,
Québec	 	 
	Canada H3B 4W5	 	 	$	   330,000	 	 	244,444	 	 	122,222	 
	 	 	 
	Total  	  	  	$ 	 1,000,000 	  	  	740,740 	  	  	370,370 	  






- 12 - 







REGISTRATION RIGHTS
AGREEMENT 



        This
Registration Rights Agreement (this “Agreement”) is made and entered into
as of July 16, 2008, by and between B.O.S. Better Online Solutions Ltd., an Israeli
corporation (the “Company”), and the other parties listed on Schedule 1
hereto (each an “Investor” and collectively, the
“Investors”). The Company and the Investors shall be referred to herein
collectively as the “Parties”. 



        This
Agreement is made pursuant to the Share Purchase Agreement of even date hereof, by and
between the Investors and the Company (the “Share Purchase Agreement”). 



        The
Company and each of the Investors hereby agree as follows: 



     9.    
          Definitions. Capitalized terms used and not otherwise defined herein that
          are defined in the Share Purchase Agreement shall have the meanings given to
          such terms in the Share Purchase Agreement. As used in this Agreement, the
          following terms shall have the following meanings: 



        “Affiliate”
of any specified person means any other person, directly or indirectly, controlling or
controlled by or under common control with such specified person. For the purpose of this
definition “control” as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such person, whether through the ownership of voting securities
or by agreement or otherwise. 



        “Commission”
means the Securities and Exchange Commission. 



        “Ordinary
Shares” means the Company’s Ordinary Shares, NIS 4.00 nominal value per
share. 



        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute. 



        “Holder”
or “Holders” means the Investor or any of its successors to the extent
any of them hold Registrable Securities, provided that only registered holders of
Registrable Securities shall be counted for purposes of calculating any proportion of
holders entitled to take any action, receive any damages or give any notice pursuant to
this Agreement. 



        “Indemnified
Party” shall have the meaning set forth in Section 6(c). 



        “Indemnifying
Party” shall have the meaning set forth in Section 6(c). 



        “Majority
Holders” shall means the Holders of a majority of the then outstanding aggregate
amount of Registrable Securities registered under an applicable Registration Statement,
provided that Registrable Securities which have been sold or otherwise transferred
pursuant to the Registration Statement or Rule 144 or are transferable without restriction
under Rule 144 shall not be included in the calculation of Majority Holders. 



- 13 -







        “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial Proceeding, such as a deposition), whether commenced or
threatened. 



        “Prospectus”
means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus. 



        “Registrable
Securities” means the Ordinary Shares purchased pursuant to the Share Purchase
Agreement and any shares issued to the Investors in connection therewith prior to the date
the Registration Statement was declared effective by the Commission, including bonus
shares and shares granted pursuant to a share split. As to any particular Registrable
Securities, such Registrable Securities shall cease to be Registrable Securities when (i)
they have been registered under the Securities Act, the registration statement in
connection therewith has been declared effective and they have been disposed of pursuant
to such effective registration statement, (ii) they are eligible to be sold or distributed
without volume limitations pursuant to Rule 144, or (iii) they shall have ceased to be
outstanding. 



        “Registration
Statement” means the registration statement, including the Prospectus, amendments
and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by
reference or deemed to be incorporated by reference in such registration statement. 



        “Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule. 



        “Securities
Act” means the Securities Act of 1933, as amended, and any successor statute. 



     10.    
          Amendments or Supplements. All references in this Agreement to amendments or
          supplements to the Registration Statement, any preliminary Prospectus or
          Prospectus shall be deemed to mean and include the filing of any document under
          the Exchange Act, after the date of such Registration Statement, preliminary
          Prospectus or Prospectus, as the case may be, which is incorporated by reference
          therein. 



11.     Incidental
Registration.  



    11.1        If
the Company at any time shall determine to prepare and file with the Commission a
Registration Statement relating to an offering of its equity securities, for its own
account or the account of others (except with respect to registration statements on Form
F-4, Form S-8 or another form not available for registering the Registrable Securities
for sale to the public), each such time it will give written notice to all Holders of
Registrable Securities of its intention so to do. The Company shall, upon the written
request of any such Holder, received by the Company within 10 days after the giving of
any such notice by the Company, to register any of its Registrable Securities, use its
best efforts to cause the Registrable Securities as to which registration shall have been
so requested to be included in the securities to be covered by the Registration Statement
proposed to be filed by the Company, all to the extent requisite to permit the sale or
other disposition by the Holders of such Registrable Securities. Notwithstanding the
above, Registrable Securities shall be included in such Registration Statement only to
the extent that their inclusion will not: (i) limit the number of securities sought to be
included by the Company for its own account or pursuant to the Company’s agreements
with other shareholders; (ii) in the opinion of the Company, reduce the offering price or
trading price of the Company’s Ordinary Shares; or (iii) cause the Registration
Statement to exceed any limit as may be mandated by the Commission or by applicable
regulation.  



- 14 -







    11.2        In
the event that any registration pursuant to this Section 3, shall be, in whole or in
part, an underwritten public offering, and the managing underwriter advises the Company
that the inclusion of any or all of the Registrable Securities proposed to be included in
such registration could interfere with the successful marketing (including pricing) of
the offering, then the size of the offering shall be reduced accordingly with any
reduction applied first to the Registrable Securities proposed to be registered and
thereafter to securities of other shareholders proposed to be registered.  



    11.3        Notwithstanding
the foregoing provisions, the Company may withdraw any Registration Statement referred to
in this Section 3 without thereby incurring any liability to the Holders of the
Registrable Securities.  



     12.    
          Registration Procedures. If and whenever the Company shall have filed a
          Registration Statement which includes Registrable Securities under the
          Securities Act, the Company shall: 



    12.1        prepare
and file with the Commission the Registration Statement with respect to such Registrable
Securities, respond as promptly as possible to any comments received from the Commission,
and use its reasonable commercial efforts to cause the Registration Statement to become
effective;  



    12.2        prepare
and file with the Commission such amendments and supplements to the Registration
Statement and the Prospectus used in connection therewith as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement and to keep such
Registration Statement effective;  



    12.3        furnish
to the Holder such number of copies of the Registration Statement and the Prospectus
included therein (including each preliminary Prospectus) as the Holder reasonably may
request to facilitate the public sale or disposition of the Registrable Securities
covered by the Registration Statement;  



    12.4        use
its best efforts to list the Registrable Securities covered by the Registration Statement
with any securities exchange on which the Ordinary Shares of the Company are then listed;  



- 15 -







    12.5        immediately
notify the Holder at any time when a Prospectus relating to the Registrable Securities is
required to be delivered under the Securities Act, of the happening of any event, of
which the Company has knowledge, as a result of which the Prospectus contained in such
Registration Statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then existing.  



     13.    
          Registration Expenses. All expenses relating to the Company’s
          compliance with Section 3 hereof, including, without limitation, all
          registration and filing fees, printing expenses, fees and disbursements of
          counsel and independent public accountants for the Company, fees of the NASD,
          fees of transfer agents and registrars are called “Registration
          Expenses”. All selling commissions and discounts applicable to the sale of
          Registrable Securities, are called “Selling Expenses.” The Company
          shall only be responsible for all Registration Expenses and not for any Selling
          Expenses, which shall be the sole responsibility of the Holders. 



14.     Indemnification.  



    14.1        In
the event of a registration of any Registrable Securities under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold harmless the Holder, and
its officers, directors and each other person, if any, who controls the Holder within the
meaning of the Securities Act, against any losses, claims, damages or liabilities, joint
or several, to which the Holder, or such persons may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement, any preliminary Prospectus or final Prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the Holder,
and each such person for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case if and to
the extent that any such loss, claim, damage or liability arises out of or is based upon
(A) any untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by or on behalf of the Holder or any such
person in writing specifically for use in any such document; (B) use of the Registration
Statement or the related Prospectus following a Discontinuation Event (as defined below),
provided Holder received prior notice of such Discontinuation Event; or (C) if the Holder
fails to deliver a Prospectus, as then amended or supplemented.  



        Notwithstanding
the foregoing, the Company shall not be liable for any losses, claims, damages or
liabilities by reason of any compromise, consent to entry of judgment, or settlement
effected without the Company’s prior written consent, which consent shall not be
unreasonably withheld or conditioned. 



- 16 -







    14.2        In
the event of a registration of the Registrable Securities under the Securities Act
pursuant to this Agreement, the Holder will indemnify and hold harmless the Company, and
its officers, directors and each other person, if any, who controls the Company within
the meaning of the Securities Act, against all losses, claims, damages or liabilities,
joint or several, to which the Company or such persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact which was furnished in writing by the
Holder to the Company expressly for use in (and such information is contained in) the
Registration Statement under which such Registrable Securities were registered under the
Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and will
reimburse the Company and each such person for any reasonable legal or other expenses
incurred by them in connection with investigating or defending any such loss, claim,
damage, liability or action, provided, however, that the Holder will be liable in any
such case if and only to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished in writing to the
Company by or on behalf of the Holder specifically for use in any such document.  



    14.3        Promptly
after receipt by a party entitled to claim indemnification hereunder (an “Indemnified
Party”) of notice of the commencement of any action, such Indemnified Party
shall, if a claim for indemnification in respect thereof is to be made against a party
hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”),
notify the Indemnifying Party in writing thereof, but the omission so to notify the
Indemnifying Party shall not relieve it from any liability which it may have to such
Indemnified Party hereunder, except for any liability which it may have to such
Indemnified Party if and to the extent the Indemnifying Party is substantially prejudiced
by such omission. In case any such action shall be brought against any Indemnified Party
and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying
Party shall be entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to the Indemnified
Party, and, after notice from the Indemnifying Party to such Indemnified Party of its
election so to assume and undertake the defense thereof, the Indemnifying Party shall not
be liable to such Indemnified Party for any legal expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof; if the Indemnified Party
retains its own counsel, then the Indemnified Party shall pay all fees, costs and
expenses of such counsel, provided, however, that, if the defendants in any such action
include both the Indemnified Party and the Indemnifying Party and the Indemnified Party
shall have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the Indemnifying Party or if
the interests of the Indemnified Party reasonably may be deemed to conflict with the
interests of the Indemnifying Party, the Indemnified Party shall have the right to select
one separate counsel and to assume such legal defenses and otherwise to participate in
the defense of such action, with the reasonable expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
Indemnifying Party as incurred.  



- 17 -







    14.4        In
order to provide for just and equitable contribution in the event of joint liability
under the Securities Act in any case in which that an Indemnified Party or any officer,
director or controlling person thereof, makes a claim for indemnification pursuant to
this Section 6 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be enforced,
notwithstanding the fact that this Section 6 provides for indemnification in such case,
then the Indemnifying Party will contribute to the aggregate losses, claims, damages or
liabilities to which it may be subject (after contribution from others) in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party and
the relative fault of the Indemnified Party as well as any other relevant equitable
considerations. Relative fault shall be determined by reference to, among other things,
whether any untrue statement or omission or alleged untrue statement of a material fact
or the omission to state a material fact relates to information provided by the
Indemnifying Party or the Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission. Notwithstanding the foregoing, no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.  



    14.5        The
provisions of this Section 6 will remain in full force and effect and survive the sale by
the Holder of the Registrable Securities covered by the Registration Statement.  



15.     Miscellaneous.  



    15.1        Remedies.
In the event of a breach by the Company or by a Holder, of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific performance of its
rights under this Agreement.  



    15.2        Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales of
Registrable Securities pursuant to the Registration Statement.  



    15.3        Discontinued
Disposition. Each Holder agrees by its acquisition of such Registrable Securities
that, upon receipt of a notice from the Company of the occurrence of a Discontinuation
Event (as defined below), such Holder will forthwith discontinue disposition of such
Registrable Securities under the applicable Registration Statement until such Holder’s
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by reference in
such Prospectus or Registration Statement. The Company may provide appropriate stop
orders to enforce the provisions of this paragraph. For purposes of this Section 7(c), a
“Discontinuation Event”shall mean (i) when the Commission notifies the Company
whether there will be a “review” of such Registration Statement and whenever
the Commission comments in writing on such Registration Statement; (ii) any request by
the Commission or any other Federal or state governmental authority for amendments or
supplements to such Registration Statement or Prospectus or for additional information;
(iii) the issuance by the Commission of any stop order suspending the effectiveness of
such Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose; (v) the occurrence of any
event or passage of time that makes the financial statements included in such
Registration Statement ineligible for inclusion therein or any statement made in such
Registration Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires any
revisions to such Registration Statement, Prospectus or other documents so that, in the
case of such Registration Statement or Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;  



- 18 -







    15.4        Amendments
and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the Majority
Holders. Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of certain Holders
and that does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such waiver or
consent relates; provided, however, that the provisions of this sentence may not be
amended, modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.  



    15.5        Notices.
Any notice or request hereunder may be given to the Company or the Investor at the
respective addresses set forth for such Investor in the Share Purchase Agreement and in
accordance with the notice provisions stipulated therein.  



    15.6        Successors
and Assigns.This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties hereto. The Company may not
assign its rights or obligations hereunder without the prior written consent of each
Holder. Each Holder may not assign its respective rights hereunder (or any part thereof)
without the prior written consent of the Company.  



    15.7        Execution
and Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and, all of which taken
together shall constitute one and the same Agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is executed) the
same with the same force and effect as if such facsimile signature were the original
thereof.  



    15.8        Governing
Law. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Israel, without regard to the
principles of conflicts of law thereof. Each party irrevocably agrees that all
Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement shall be commenced exclusively in the competent court of
Tel Aviv-Jaffa district only.  



- 19 -







    15.9        Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their reasonable efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.  



    15.10        Headings.
The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.  



[BALANCE OF PAGE
INTENTIONALLY LEFT BLANK; 

SIGNATURE PAGE FOLLOWS] 



- 20 -







        IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above. 



	B.O.S. BETTER ONLINE SOLUTIONS LTD.



By: 
——————————————

Name:
——————————————

Title:
——————————————	MRS. SOPHIE DULAC



——————————————








		
		
		
		
		
	Address for Notices: 	Address for Notices: 
	 
	20 Freiman Street	86 Avenue Niel
	Rishon Lezion 75101, Israel	75017 Paris, France
	Attention:    Eyal Cohen , CFO
	Facsimile:    (972) 3 954-1003	Facsimile:











	MCKENZIE JORDAN AND CIE INC.



By: 
——————————————

Name:
——————————————

Title:
——————————————	KENTVILLE COMPANY INC.



By: 
——————————————

Name:
——————————————

Title:
——————————————







		
		
		
		
		
	Address for Notices: 	Address for Notices: 
	 
	1000 de la Gauchetière West No 2900,	1000 de la Gauchetière West No 2900,
	Montréal,
Québec, Canada H3B 4W5	Montréal,
Québec, Canada H3B 4W5
	Attention:	Attention:
	Facsimile:	Facsimile:






- 21 -









Schedule 1  


	INVESTOR'S NAME AND ADDRESS
	PURCHASE

AMOUNT
	NO. OF SHARES

PURCHASED
	NO. OF

WARRANTS

	 			
				
				
				
	Mrs. Sophie Dulac 	 	 	 		 	 		 	 		 
	86 Avenue Niel, 75017	 	 
	Paris, France	 	 	$	   335,000	 	 	248,148	 	 	124,074	 
	 	 	 
	McKenzie Jordan and Cie Inc. 	 	 
	Registrar of Quebec,	 	 
	number 1161443438	 	 
	1000 de la Gauchetière	 	 
	West No 2900,	 	 
	Montréal,
Québec	 	 
	Canada H3B 4W5	 	 	$	   335,000	 	 	248,148	 	 	124,074	 
	 	 	 
	Kentville Company Inc. 	 	 
	Registrar of Quebec,	 	 
	number no 1161426029	 	 
	1000 de la Gauchetière	 	 
	West No 2900,	 	 
	Montréal,
Québec	 	 
	Canada H3B 4W5	 	 	$	   330,000	 	 	244,444	 	 	122,222	 
	 	 	 
	Total  	  	  	$ 	 1,000,000 	  	  	740,740 	  	  	370,370 	  





- 22 -