F-3/A










Exhibit 10.1  




FIRST AMENDMENT TO THE
ASSET PURCHASE AGREEMENT


DATED JANUARY 29, 2008  



Made and entered into as of March 23,
2009 by and among Dimex Systems (1988) Ltd. (Hereinafter “DS”),
and Dimex Hagalil Ltd. (hereinafter: “DHG”), (DS and DHG, each a
Seller and shall be referred herein together as the “Sellers”) and
B.O.S Better Online Solutions Ltd. (the “Buyer”) 




	Whereas, 	the
Parties entered into that certain Asset Purchase Agreement, dated January 29, 2008 (the
“Agreement”); and 






	Whereas, 	the
Parties desire to amend certain of the payment terms under the Agreement applicable to
the 3rd, 4th and 5th Installments (as such terms are
defined in the Agreement), all as set forth hereinbelow (the “Amendment”). 






Now, Therefore, the Parties
hereby agree as follows: 



	1. 	All
capitalized terms in this Amendment that have not been otherwise defined           herein
shall have the meaning assigned thereto in the Agreement. 






	2. 	Buyer
confirms that as of the date hereof Buyer owes Sellers an aggregate amount           of
NIS 10,051,000 on account of the Purchase Price (the “Outstanding           Debt”).
Buyer further confirms that any applicable VAT with respect to           the Outstanding
Debt has already been paid by Buyer or shall be born and paid           solely by Buyer
to the VAT Authorities. 






	3. 	The
Parties agree that in lieu of the payment provisions detailed in Section 3.1           to
the Agreement relating to the 3rd, 4th and           5th Installments,
the Outstanding Debt shall be paid by Buyer to           Sellers as follows: 






	 	(i) 	An
amount of NIS 500,000 on account of the Outstanding Debt has already been
               paid to Sellers on March 12th, 2009. 






	 	(ii) 	The
remainder of the 3rd Installment, in the amount of NIS 3,000,000,
               will be paid by Buyer to Sellers as follows: 






	 	(a)	No
later than March 18th, 2009 – Buyer shall pay Sellers NIS
          500,000; and  






	 	(b)	No
later than March 26th, 2009 – Buyer shall pay Sellers NIS
          2,500,000.  






	 	(iii) 	An
amount of NIS 4,000,000 (comprising of the 4th Installment in full
               and NIS 500,000 out of the 5th Installment) will be paid in 6
monthly                installments of NIS 666,666.66 each, the first of which shall be
paid on January                15th, 2010, and the remaining 5 installments to
be paid on the                15th day of each proceeding calendar month
thereafter. 






	 	(iv) 	An
amount of NIS 2,551,000 (comprising of the remainder of the 5th               Installment)
(the “Last Installment”) will be paid on                the
following dates, if not earlier converted in the framework of a                “Qualified
Offering” (as defined below), pursuant to the provisions of                Section 7
below: 














	 	(a)	On
March 12th, 2010 – Buyer shall pay Sellers NIS 1,275,500; and  






	 	(b) 	On
April 30th, 2010 – Buyer shall pay Sellers the remainder of           the
Last Installment in the amount of NIS 1,275,500.  






	4. 	The
Outstanding Debt will be allocated between the Sellers, and paid to each of
          them respectively in accordance the instructions specified in Schedule
          4 to this Amendment. 






	5. 	The
Parties agree that for the purpose of Section 12.4(b) of the Agreement,
          reference to the last Installment therein shall be deemed to refer to the Last
          Installment hereunder (i.e. Buyer shall be entitled to reduce amounts and
Losses           (as defend therein) from the Last Installment of NIS 2,551,000). 






	6. 	Notwithstanding
and without derogating from any right or remedy available to           Sellers under the
Agreement, under this Amendment or pursuant to applicable law,           upon the
occurrence of the “Event of Default” detailed in Section (ii)           to the
definition of the term “Event of Default” in the Agreement,           without
notice by Sellers to, or demand by Sellers of Buyer, all of the           Outstanding
Debt which has not yet been paid to Sellers shall automatically           become
immediately due and payable by Buyer to Sellers and shall not be subject           to
conversion upon a Qualified Offering. In any other Event of Default, all of           the
Outstanding Debt which has not been yet paid to Sellers shall become
          immediately due and payable by Buyer to Sellers and shall not be subject to
          conversion upon a Qualified Offering. 






	 	
The
Term “Event of Default” (as defined in the Agreement) shall be amended to also
include Buyer’s failure to issue to the Sellers the debentures in the framework of a
Qualified or a Non-Qualified Offering (as such term is defined below) pursuant to the
terms hereof, where such failure is not cured within thirty (30) days following notice
sent to Buyer by Sellers. 






	 	
Without
derogating from the forgoing, or from any right or remedy available to a party hereunder
or pursuant to applicable law, any payment hereunder not paid when due shall bear interest
at the rate of Prime + 5.5% per annum. 






	7. 	Should
a “Qualified Offering” (as defined below) of the Buyer be           consummated
by March 12, 2010 (the “Target Date”), the Last           Installment
shall be converted, at the closing of such Qualified Offering, into           the same
type of convertible debentures issued in the framework of such           Qualified
Offering and on the same terms and conditions (and if there is more           than one
type of convertible debentures issued in the Qualified Offering, into           the most
preferential (to the holders) convertible debentures so issued) (the           “Debentures”).
Any such conversion shall be conditioned upon           Buyer complying in full with
all of its obligations hereunder, including           its obligations to pay the
Outstanding Debt as detailed in this Amendment.           Without derogating from any
right and/or remedy of Sellers hereunder and/or           pursuant to applicable law,
including Sellers’ right to repayment of the           entire Outstanding Debt owed
upon an Event of Default, any failure by Buyer to           comply with all of its
obligations hereunder, including its obligations to pay           the Outstanding Debt or
any part thereof, Buyer shall not be required to convert           the Last Installment
into Debentures, and the Last Installment shall, at           Sellers’ sole
discretion, either (i) become due and payable pursuant to the           provisions of
Section 3(iv) above, notwithstanding the consummation of the           Qualified
Offering; or (ii) be converted, in whole or in part, in the framework           of the
Qualified Offering pursuant to the terms above. Sellers shall provide           Buyer
with no less than 45 days prior notice of their election hereunder. 






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Notwithstanding
the foregoing, Buyer shall be entitled to notify Sellers no later than 30 days prior to
the consummation of a Qualified Offering, of its intention prepay the entire amount of the
Last Installment no later than the Target Date, provided that in such event Sellers shall
be entitled, by notice issued to Buyer within 14 days of receipt of Buyer’s notice,
to participate in such Qualified Offering and convert an amount of up to 50% of the Last
Installment into the Debentures. Following such notice by Buyer, the remaining part of the
Last Installment not –so converted by the Sellers shall be paid to Sellers no later
than the Target Date. 






	 	
A
“Qualified Offering” shall mean the offering to or purchase by some of
the then current shareholders of Buyer (excluding Sellers) and, possibly but not
necessarily, by third party(ies), of debentures convertible into Ordinary Shares of Buyer
of NIS 4.00 nominal value each (“Ordinary Shares”) , pursuant to which
Buyer shall have raised a minimum cash amount of US $1,500,000 (excluding the amount of
the Last Installment), which debentures shall include the following minimum terms: (i) the
debentures shall carry an annual interest rate of 8% per annum, compounded annually; (ii)
unless converted at the option of the holder, the debentures (principal and accrued
interest) shall be fully repaid no later than 36 months following the date of their
issuance; (iii) such repayment shall not be subject to any third party consent; and (iv)
each debenture shall entitle its owner to receive warrants at 50% coverage of the amount
of the debenture, exercisable into fully paid Ordinary Shares, at an exercise price not to
exceed US $0.70 per Ordinary Share (the “Exercise Price”). The number of
Ordinary Shares purchasable upon the exercise of such warrants and the Exercise Price
shall be subject to customary adjustment in the event of capital reorganization of the
shares of the Buyer, or, if applicable, a merger or consolidation of the Buyer with or
into another corporation, or any reclassification, subdivision and/or combination of
shares of Buyer. 






	 	
Any
offering or issuance by Seller of shares and/or other securities and/or of debentures to
its then current shareholders or to any other third party(ies), by the Target Date, in
terms less favorable to the holders or in a lower amount than provided under the terms of
a Qualified Offering shall be referred to herein as a “Non-Qualified
Offering”. 






	 	
It
is clarified and agreed that following consummation of a Qualified Offering in which
Sellers have participated, any change or amendment to the terms of such Offering which
adversely affects the Sellers, shall require Sellers’ prior written consent. 






	8. 	To
the extent that a Non-Qualified Offering has occurred by the Target Date,
          Sellers shall be entitled, at their sole discretion, to participate in such
          Non-Qualified Offering and to convert all or part of the Last Installment into
          the debentures offered in the framework of such Non-Qualified Offering. Any
          amount so converted shall first be deducted from the second payment to be made
          on account of the Last Installment (on April 30th, 2010) and the
          remainder (if any) shall be deducted from the payment to be made on March
          12th, 2010. 






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	9. 	Buyer
shall notify Sellers in writing, no later than 45 days prior to the           closing of
a Qualified Offering or as soon as practical prior to the closing of           a
Non-Qualified Offering, of the occurrence of same, which notice shall include
          all of the material and information provided to those parties participating in
          such Offering, in order to allow Sellers to evaluate its participation in such
          offering. 






	10. 	Buyer
hereby undertakes towards Sellers not to pay or commit to pay (from its
          profits, capital or any other source) to its shareholders and/or controlling
          parties or to any of their family members and/or affiliated companies, in a
          direct or a indirect form or manner, dividends as defined in the Israeli
          Companies Law 1999, principle or interest payments in respect of any loans,
          management fees, or other amounts, except in the ordinary course of business. 






	 	
Nothing
herein shall be deemed to limit the Buyer’s ability to make payments (a) to Cukierman
& Co. Investment House Ltd. under the Services Agreement dated April 15, 2003, as
amended and as may be amended from time to time; (b) as fees due in connection with
financings of the Company, up to a maximum amount of 10% of the applicable financing; and
(c) to its debenture holders as they may exist in the future. 






	11. 	Upon
conversion of the Last Installment in full or in part, as the case may, in the framework
of a Qualified Offering or a Non-Qualified Offering, the Buyer shall not be required to
make any repayment to the Sellers of the converted portion of the Last Installment and
the obligation to repay such amount shall be deemed fully satisfied upon the issuance of
the applicable Debentures. 






	12. 	12.1       
Sellers hereby irrevocably confirm and undertakes to Buyer that to the date
          hereof neither they, nor any other person or entity on their behalf, has any
          claims and/or demands against Buyer or any person or entity on its behalf,
          including against Dimex Solutions Ltd. (previously BOScom Ltd.) and/or Dimex
          Hagalil Projects (2008), under and/or pursuant to the Agreement, including in
          connection with any obligations, undertakings, representations and/or
warranties           made by the Buyer thereunder, and hereby irrevocably waive any such
claims           and/or demands to the extent such exist. 






	  	12.2       Buyer
hereby irrevocably confirms and undertakes to Sellers that as of the date hereof neither
it, nor any other person or entity on its behalf, has any claims and/or demands against
Sellers or any person or entity on their behalf, including against M.T.A.Y Holdings Ltd.
(previously Dimex Holdings (1998) Ltd.), under and/or pursuant to the Agreement,
including in connection with any obligations, undertakings, representations and/or
warranties made by the Sellers thereunder, and hereby irrevocably waives any such claims
and/or demands to the extent such exist. 






	  	12.3       In
addition and without derogating from anything else in this Amendment, Buyer hereby
irrevocably releases and discharges Sellers from any and all claims and/or demands
against Sellers or any person or entity on their behalf, including against M.T.A.Y
Holdings Ltd. (previously Dimex Holdings (1998) Ltd.) Buyer may have under and/or
pursuant to the Agreement, including in connection with any obligations, undertakings,
representations and/or warranties made by the Sellers thereunder. Buyer’s sole
rights to claims and/or demands against Sellers shall be limited to its rights under this
Amendment only, except that the aforementioned release and discharge shall not apply with
respect to the Buyer’s right for indemnification in case of any third party claim(s)
against Buyer (including without limitation, any claim by a governmental agency or
employee) in connection with the issues and under the terms detailed in Sections 12.1
(b), (d) and (e) to the Agreement, and with respect to Allowed Deductions as defined in
Section 3.2 of the Agreement (but excluding 3.2(ii) as it relates to adjustments under
Section 3.7). 






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	13. 	Sellers
acknowledge that, except in respect of the payment schedule of the           3rd Installment,
which is effective as of the date hereof, this           Amendment is subject to approval
by the Buyer’s Board of Directors (the           “Board”). This
Amendment shall be automatically terminated if           not approved by the Board by
March 30, 2009. 






	14. 	Except
as amended by this Amendment, the Agreement shall remain in full force           and
effect. 






[remainder of page
intentionally left blank] 



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In Witness Whereof, the
parties hereto have caused this Amendment to be duly executed on the day and year first
above written: 






		——————————————

Dimex Systems (1988) Ltd.

By: 
——————————————

Title: 
——————————————	——————————————

Dimex Hagalil Ltd.

By: 
——————————————

Title: 
——————————————







		——————————————

B.O.S Better Online Solutions Ltd.

By: 
——————————————

Title: 
——————————————
	






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