EXECUTION VERSION


 


STANDBY
EQUITY DISTRIBUTION AGREEMENT


 


THIS
STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of July 1, 2014 (this “Agreement”) is made by and between
YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GLASSESOFF
INC., a company organized under the laws of the State of Nevada (the “Company”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the
Company up to $15,000,000 of the Company’s common stock, $0.001 par value per share (the “Common Stock”);
and


 


WHEREAS,
the Common Stock is quoted on the OTCBB under the symbol “GLSO;” and


 


WHEREAS,
the offer and sale of the Common Stock issuable hereunder will be made in reliance upon the provisions of Regulation D (“Regulation
D”) promulgated under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the
“Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as
may be available with respect to any or all of the transactions to be made hereunder.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Article
I. Certain Definitions


 


Section
1.01         “Advance” shall mean the portion of the Commitment
Amount requested by the Company in the Advance Notice.


 


Section
1.02         “Advance Date” shall mean the 1st Trading
Day after expiration of the applicable Pricing Period for each Advance.


 


Section
1.03         “Advance Notice” shall mean a written notice in the
form of Exhibit A attached hereto to the Investor executed by an officer of the Company and setting forth the Advance amount
that the Company requests from the Investor.


 


Section
1.04         “Advance Notice Date” shall mean each date the Company
delivers (in accordance with Section 2.01(c) of this Agreement) to the Investor an Advance Notice requiring the Investor to advance
funds to the Company, subject to the terms of this Agreement.


 


Section
1.05         “Affiliate” shall have the meaning set forth in Section
3.08.


 


Section
1.06         “Articles of Incorporation” shall have the meaning
set forth in Section 4.03.


 


Section
1.07         “Bylaws” shall have the meaning set forth in Section
4.03.


 


Section
1.08         “Commitment Amount” shall mean the aggregate amount
of up to $15,000,000.


 




    	 



    	 



    

 


 


Section
1.09         “Commitment Fee” shall have the meaning set forth
in Section 13.05.


 


Section
1.10         “Commitment Fee Shares” shall have the meaning set
forth in Section 13.05.


 


Section
1.11         “Company Indemnitees” shall have the meaning set
forth in Section 5.02.


 


Section
1.12         “Commitment Period” shall mean the period commencing
on the Effective Date, and expiring upon the date of termination of this Agreement in accordance with Section 11.02.


 


Section
1.13         “Common Stock” shall have the meaning set forth in
the recitals of this Agreement.


 


Section
1.14          “Condition Satisfaction Date” shall have the meaning
set forth in Section 7.01.


 


Section
1.15          “Damages” shall mean any loss, claim, damage, liability,
costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements and costs and expenses of
expert witnesses and investigation); provided, that “Damages” shall not include any incidental, consequential (including
lost profits), punitive, special, indirect or exemplary damages, damages for diminution in value, or damages calculated on a multiple
of earnings or similar basis.


 


Section
1.16         “Effective Date” shall mean the date on which the
SEC first declares effective a Registration Statement registering the resale of the Shares.


 


Section
1.17         “Environmental Laws” shall have the meaning set forth
in Section 4.08.


 


Section
1.18         “Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Section
1.19         “Indemnified Liabilities” shall have the meaning
set forth in Section 5.01.


 


Section
1.20         “Investor Indemnitees” shall have the meaning set
forth in Section 5.01.


 


Section
1.21         “Market Price” shall mean the lowest daily VWAP of
the Common Stock during the relevant Pricing Period that is greater than or equal to the Minimum Acceptable Price.


 


Section
1.22         “Material Adverse Effect” shall mean any condition,
circumstance, or situation that may result in, or would reasonably be expected to result in (i) a material adverse effect on the
legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect
on the results of operations, assets, business or condition (financial or otherwise) of the Company and its subsidiaries, taken
as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under this Agreement, other than, with respect to each of the foregoing (x) any event, matter or circumstance
generally affecting the economy of the United States or Israel, (y) any national or international political or social condition
or event, including the engagement by the United States or Israel in hostilities, whether or not pursuant to the declaration of
a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or Israel or any of
their respective territories, possessions, or diplomatic or consular offices, or upon any military installation of the United
States or Israel, and its effect upon the Company or (z) any change in GAAP (provided that, in the case of the preceding clauses
(x), (y) and (z), to the extent the same does not have a disproportionate impact on the Company relative to other companies in
the same industry as the Company).




    	- 2 -



    	 



    

  


Section
1.23         “Maximum Advance Amount” shall be the lower of (x)
$500,000 and (y) the average of the Daily Value Traded for the five (5) Trading Days immediately prior to the Advance Notice Date
where “Daily Value Traded” is the product obtained by multiplying the trading volume for such day by the VWAP for
such day.


 


Section
1.24         “Minimum Acceptable Price” or “MAP”
shall be 85% of the VWAP for the Trading Day immediately preceding Advance Notice Date.


 


Section
1.25         “Material Outside Event” shall have the meaning set
forth in Section 6.07.


 


Section
1.26         “Ownership Limitation” shall have the meaning set
forth in Section 2.01(a).


 


Section
1.27         “Person” shall mean an individual, a corporation,
a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an
agency or instrumentality thereof.


 


Section
1.28         “Plan of Distribution” shall have the meaning set
forth in Section 6.01(a).


 


Section
1.29         “Pricing Period” shall mean the five (5) consecutive
Trading Days commencing on the Trading Day immediately following the Advance Notice Date.


 


Section
1.30         “Principal Market” shall mean the New York Stock
Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTCBB, or the NYSE Euronext,
whichever is at the time the principal trading exchange or market for the Common Stock.


 


Section
1.31         “Purchase Price” shall mean the price per share obtained
by multiplying the Market Price by 98.5%.


 


Section
1.32         “Registrable Securities” shall mean (i) the Shares,
and (ii) any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As
to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (a) the Registration
Statement has been declared effective by the SEC and such Registrable Securities have been disposed of pursuant to the Registration
Statement, (b) such Registrable Securities have been sold under circumstances in which all of the applicable conditions of Rule
144 (or any similar provision then in force) under the Securities Act (“Rule 144”) are met, or (c) such Registrable
Securities may be sold without any time, volume or manner limitations pursuant to Rule 144.


 


Section
1.33         “Registration Limitation” shall have the meaning
set forth in Section 2.01(a)








 


Section
1.34         “Registration Period” shall have the meaning set
forth in Section 6.01(b).


 






    	- 3 -



    	 



    

 


Section
1.35         “Registration Statement” shall mean a registration
statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which the Company then qualifies and which
counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by the Investor
of the Registrable Securities under the Securities Act.


 


Section
1.36         “Regulation D” shall have the meaning set forth in
the recitals of this Agreement.


 


Section
1.37         “SEC” shall mean the U.S. Securities and Exchange
Commission.


 


Section
1.38         “SEC Documents” shall have the meaning set forth
in Section 4.05.


 


Section
1.39         “Securities Act” shall have the meaning set forth
in the recitals of this Agreement.


 


Section
1.40         “Settlement Document” shall have the meaning set
forth in Section 2.02(a).


 


Section
1.41         “Shares” shall mean the Common Stock to be issued
from time to time hereunder pursuant to Advances and any Commitment Fee Shares.


 


Section
1.42         “Trading Day” shall mean any day during which the
Principal Market shall be open for business.


 


Section
1.43         “VWAP” means, for any Trading Day, the daily volume
weighted average price of the Common Stock for such date on the Principal Market as reported by Bloomberg L.P. during regular
trading hours.


 


Article
II. Advances


 


Section
2.01         Advances; Mechanics. Subject to the terms and conditions of this
Agreement (including, without limitation, the provisions of Article VII hereof), the Company, at its sole and exclusive option,
may issue and sell to the Investor, and the Investor shall purchase from the Company, Common Stock on the following terms:


 


		(a)	Advance
                                         Notice. At any time during the Commitment Period, the Company may require the Investor
                                         to purchase Common Stock by delivering an Advance Notice to the Investor, subject to
                                         the conditions set forth in Section 7.01; provided, however, that (i) the
                                         amount for each Advance as designated by the Company in the applicable Advance Notice
                                         shall not be more than the Maximum Advance Amount, (ii) the aggregate amount of the Advances
                                         pursuant to this Agreement shall not exceed the Commitment Amount, (iii) in no event
                                         shall the number of shares of Common Stock issuable to the Investor pursuant to an Advance
                                         cause the aggregate number of shares of Common Stock beneficially owned (as calculated
                                         pursuant to Section 13(d) of the Exchange Act) by the Investor and its affiliates to
                                         exceed 9.99% of the then outstanding Common Stock (the “Ownership Limitation”)
                                         and (iv) under no circumstances shall the aggregate number of Shares subject to an Advance
                                         Notice cause the number of Shares purchased by the Investor pursuant to this Agreement
                                         to exceed the number of Shares registered for resale under the Registration Statement(s)
                                         filed by the Company in respect of the transactions contemplated hereby (the “Registration
                                         Limitation”). Notwithstanding any other provision in this Agreement, the Company
                                         and the Investor acknowledge and agree that, because the Investor is irrevocably bound
                                         to acquire the shares of Common Stock that are subject of a valid Advance Notice delivered
                                         to the Investor, the Investor may sell such shares of Common Stock of such Advance Notice
                                         prior to taking possession of such shares.



 




    	- 4 -



    	 



    

  


		(b)	Minimum
                                         Acceptable Price.



 


		(i)	With
                                         respect to each Advance Notice (A) the amount of the Advance set forth in such Advance
                                         Notice shall automatically be reduced by 20% for each Trading Day during the Pricing
                                         Period for which the VWAP of the Common Stock is below the MAP in effect with respect
                                         to such Advance Notice (each such day, an “Excluded Day”), and (B)
                                         for the avoidance of doubt, each Excluded Day shall be excluded from the Pricing Period
                                         for purposes of determining the Market Price.



 


		(ii)	The
                                         number of Shares to be issued and delivered to the Investor at each Closing (in accordance
                                         with Section 2.02) with respect to an Advance Notice with an Excluded Day shall be determined
                                         based on the Advance Notice amount as reduced pursuant to Section 2.01(b)(i) (the “Adjusted
                                         Advance Notice”); provided, however, that the Adjusted Advance Notice shall
                                         be automatically increased by an amount equal to the number of Shares sold by the Investor
                                         on such Excluded Day (in a total amount for each Excluded Day not to exceed 20% of the
                                         amount of the Advance set forth in the original Advance Notice) at a price per share
                                         equal to the MAP in effect with respect to such Advance Notice (without any further discount).



 


		(c)	Date
                                         of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with
                                         the instructions set forth on the bottom of Exhibit A. An Advance Notice shall be deemed
                                         delivered on (i) the Trading Day it is received by the Investor in accordance with the
                                         instructions set forth on the bottom of Exhibit A if such notice is received prior to
                                         5:00 pm Eastern Time, or (ii) the immediately succeeding Trading Day if it is received
                                         by the Investor in accordance with the instructions set forth on the bottom of Exhibit
                                         A after 5:00 pm Eastern Time on a Trading Day or at any time on a day which is not a
                                         Trading Day. No Advance Notice may be deemed delivered on a day that is not a Trading
                                         Day.



 


		(d)	Ownership
                                         Limitation; Commitment Amount. In connection with each Advance Notice delivered by
                                         the Company, any portion of an Advance that would (i) cause the Investor to exceed the
                                         Ownership Limitation or (ii) cause the aggregate amount of Advances to exceed the Commitment
                                         Amount shall automatically be withdrawn with no further action required by the Company,
                                         and such Advance Notice shall be deemed automatically modified to reduce the aggregate
                                         amount of the requested Advance by an amount equal to such withdrawn portion.






 






    	- 5 -



    	 



    

 





		(e)	Registration
                                         Limitation. In connection with each Advance Notice, any portion of an Advance that
                                         would exceed the Registration Limitation shall automatically be withdrawn with no further
                                         action required by the Company and such Advance Notice shall be deemed automatically
                                         modified to reduce the aggregate amount of the requested Advance by an amount equal to
                                         such withdrawn portion.



 


Section
2.02         Closings. Each Closing shall take place as soon as practicable
after each Advance Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the
Investor shall fulfill each of its obligations as set forth below:


 


		(a)	On
                                         each Advance Date, the Investor shall deliver to the Company a written document in the
                                         form attached hereto as Exhibit B (each a “Settlement Document”),
                                         setting forth the amount of the Advance (taking into account any adjustments pursuant
                                         to Section 2.01), the Purchase Price, the number of shares of Common Stock to be purchased
                                         by the Investor, and a report by Bloomberg, L.P. indicating the VWAP for each of the
                                         Trading Days during the Pricing Period, in each case in accordance with the terms and
                                         conditions of this Agreement.



 


		(b)	Promptly
                                         after receipt of the Settlement Document with respect to each Advance (and, in any event,
                                         not later than two Trading Days after such receipt), the Company will, or will cause
                                         its transfer agent to, electronically transfer such number of shares of Common Stock
                                         registered in the name of the Investor as shall equal (x) the amount of the Advance specified
                                         in such Advance Notice or Adjusted Advance Notice, as applicable, divided by (y)
                                         the Purchase Price by crediting the Investor’s account or its designee’s
                                         account at the Depository Trust Company through its Deposit/Withdrawal At Custodian System
                                         or by such other means of delivery as may be mutually agreed upon by the parties hereto
                                         (which in all cases the resale of such shares of Common Stock shall be covered by an
                                         effective Registration Statement) against payment to the Company of the aggregate Purchase
                                         Price in respect of such shares of Common Stock in cash in immediately available funds
                                         to an account designated in writing by the Company. No fractional shares shall be issued,
                                         and any fractional amounts shall be rounded to the next higher whole number of shares.
                                         Any certificates evidencing Common Stock delivered pursuant hereto shall be free of restrictive
                                         legends. To facilitate the transfer of the Common Stock by the Investor, the Common Stock
                                         will not bear any restrictive legends so long as there is an effective Registration Statement
                                         covering such Common Stock.



 


		(c)	On
                                         or prior to the Advance Date, each of the Company and the Investor shall deliver to the
                                         other all documents, instruments and writings required to be delivered by either of them
                                         pursuant to this Agreement in order to implement and effect the transactions contemplated
                                         herein.



 


Article
III. Representations and Warranties of Investor


 


Investor
hereby represents and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof
and as of each Advance Date:


 




    	- 6 -



    	 



    

 


Section
3.01         Organization and Authorization. The Investor is duly organized,
validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to executed
deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and
delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation
by such Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part
of the Investor or its shareholders. The undersigned has the right, power and authority to execute and deliver this Agreement
and all other instruments on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and,
assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding
obligations of the Investor, enforceable against the Investor in accordance with its terms.


 


Section
3.02         Evaluation of Risks. The Investor has such knowledge and experience
in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks
entailed by, an investment in the Company and of protecting its interests in connection with the transactions contemplated hereby.
The Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor
may lose all or a part of its investment. The Investor has not been provided with a prospectus, an offering memorandum or any
other disclosure document in connection with its acquisition of the shares of Common Stock under this Agreement, and the Investor’s
decision to acquire such shares of Common Stock has not been based upon any verbal or written representation made by or on behalf
of the Company, or any officer, employee, agent or representative of the Company.


 


Section
3.03         No Legal, Investment or Tax Advice from the Company. The Investor
acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its
own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any
statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment
or other advice with respect to the Investor’s acquisition of shares of Common Stock hereunder, the transactions contemplated
by this Agreement or the laws of any jurisdiction.


 


Section
3.04         Investment Purpose. The shares of Common Stock purchased by the
Investor hereunder are being purchased for its own account, for investment purposes and without any view or intention to distribute
such shares in violation of the Securities Act or any other applicable securities laws. The Investor agrees not to assign or in
any way transfer the Investor’s rights or obligations under this Agreement or any interest therein and acknowledges that
the Company will not recognize any purported assignment or transfer, except in accordance with applicable Federal and state securities
laws. No other Person has or will have a direct or indirect beneficial interest in the Common Stock purchased by the Investor
hereunder. The Investor agrees not to sell, hypothecate or otherwise transfer the Investor’s shares of Common Stock unless
such shares are registered under Federal and applicable state securities laws or unless, in the opinion of counsel satisfactory
to the Company, an exemption from such registration is available.


 


Section
3.05         Accredited Investor. The Investor is an “Accredited
Investor” as that term is defined in Rule 501(a)(3) of Regulation D.




    	- 7 -



    	 



    

 


Section
3.06         Information. The Investor and its advisors (and its counsel),
if any, have been furnished with all materials relating to the business, finances and operations of the Company and information
it deemed material to making an informed investment decision. The Investor and its advisors, if any, have been afforded the opportunity
to ask questions of the Company and its management and has received answers to such questions. Neither such inquiries nor any
other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives shall modify, amend
or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.
The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal, tax,
investment and other advice as it has considered necessary to make an informed investment decision with respect to the transactions
contemplated hereby.


 


Section
3.07         No General Solicitation. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with the offer or sale of the Common Stock offered hereby.


 


Section
3.08         Not an Affiliate. The Investor is not an officer, director or
a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with the Company or any “affiliate” of the Company (as that term is defined in Rule 405 promulgated under the
Securities Act).


 


Section
3.09         Trading Activities.
The Investor’s trading activities with respect to the Common Stock shall be in compliance with all applicable federal and
state securities laws, rules and regulations and the rules and regulations of the Principal Market on which the Common Stock is
listed or traded. Neither the Investor nor its affiliates has any open short position in the Common Stock, nor has the
Investor entered into any hedging transaction that establishes a net short position with respect to the Common Stock, and the
Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales or hedging transactions
with respect to the Common Stock; provided that the Company acknowledges and agrees that upon receipt of an Advance Notice
the Investor has the right to sell the shares to be issued to the Investor pursuant to the Advance Notice
prior to receiving such shares. 


 


Article
IV. Representations and Warranties of the Company


 


Except
as stated below, on the disclosure schedules attached hereto or in the SEC Documents, the Company hereby represents and warrants
to the Investor that the following are true and correct as of the date hereof and as of each Advance Date (other than representations
and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain
date):


 


Section
4.01         Organization and Qualification. The Company is duly organized,
validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power to own its properties
and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified to do business
and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a
Material Adverse Effect.




    	- 8 -



    	 



    

 


 


Section
4.02         Authorization, Enforcement, Compliance with Other Instruments.
(i) The Company has the requisite corporate power and authority to enter into and perform this Agreement in accordance with the
terms hereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by the Company’s Board of Directors and no further consent or authorization
is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement has been duly executed and delivered
by the Company, (iv) this Agreement, assuming the execution and delivery thereof and acceptance by the Investor, constitutes a
valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium,
liquidation or other laws from time to time relating to, or affecting generally, the enforcement of creditors’ rights and
remedies.


 


Section
4.03         Capitalization. The registered share capital of the Company as
of the date hereof consists of 200,000,000 shares of Common Stock, of which 57,554,457 shares are issued and outstanding as of
the date hereof, and 20,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding
as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as
disclosed in the SEC Documents, none of the shares of Common Stock are subject to preemptive rights or any other similar rights.
Except as disclosed in the SEC Documents and as may be issued from time to time under the Company’s publicly disclosed equity
compensation plans, as of the date hereof, (i) there are no outstanding options, warrants, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of Common Stock or
any of its contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional
shares of Common Stock or options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any Common Stock, (ii) there are no outstanding debt securities, (iii) there
are no outstanding registration statements and (iv) there are no agreements or arrangements under which the Company is obligated
to register the sale of any of its securities under the Securities Act. There are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by this Agreement or the consummation of the transactions described herein. The Company
has furnished or made available to the Investor true and correct copies of the Company’s Articles of Incorporation, as amended
and restated and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s
Bylaws, as amended and restated and as in effect on the date hereof (the “Bylaws”).


 




    	- 9 -



    	 



    

Section
4.04         No Conflict. The execution, delivery and, subject to the satisfaction
of the Closing procedures set forth in Section 2.02 hereof, performance of this Agreement by the Company and the consummation
by the Company of the transactions contemplated hereby will not (i) result in a violation of the Articles of Incorporation or
Bylaws or (ii) conflict with or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market on
which the Common Stock are quoted) applicable to the Company or any of its subsidiaries or by which any material property or asset
of the Company is bound or affected and which would cause a Material Adverse Effect. Except as disclosed in the SEC Documents,
neither the Company nor its subsidiaries is in violation of any term of or in default under its Articles of Incorporation or Bylaws
or other applicable organizational documents, or, to the Company’s knowledge, any material contract, agreement, mortgage,
indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or
its subsidiaries that would cause a Material Adverse Effect. To the Company’s knowledge, the business of the Company and
its subsidiaries is not being conducted in violation of any material law, ordinance or regulation of any governmental entity,
except as would not cause a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under
the Securities Act and any applicable securities laws, and as required by the rules of the Principal Market, the Company is not
required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance
with the terms hereof except as such consent, authorization or order has been obtained as of the date hereof. The Company and
its subsidiaries are not aware of any fact or circumstance which is reasonably expected to give rise to any of the foregoing.


 


Section
4.05         SEC Documents; Financial Statements. The Company has filed all
reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to Section 15(d) of
the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (all of the foregoing filed within the two years preceding the date hereof or amended after the date hereof
and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein,
and all registration statements filed by the Company under the Securities Act being hereinafter referred to as the “SEC
Documents”). The Company has made available to the Investor through the SEC’s website at http://www.sec.gov, true
and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with
the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective
dates, the financial statements of the Company included in the SEC Documents filed on and after August 5, 2013 complied as to
form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto,
or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results
of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments).




    	- 10 -



    	 



    

 


 


Section
4.06         Intellectual Property Rights. The Company and its subsidiaries
own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets
and rights necessary to conduct their respective businesses as now conducted, except as would not cause a Material Adverse Effect.
The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,
or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of the Company, there is no claim, action
or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its
subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks,
service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse Effect, the
Company is not aware of any facts or circumstances which might give rise to any of the foregoing.


 


Section
4.07         Employee Relations. Neither the Company nor any of its subsidiaries
is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened,
in each case which is reasonably likely to cause a Material Adverse Effect.


 


Section
4.08         Environmental Laws. The Company and its subsidiaries (i) are
in compliance in all material respects with any and all applicable material foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (“Environmental Laws”), (ii) have received all material permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all
terms and conditions of any such permit, license or approval.


 


Section
4.09         Title. Except as set forth in the SEC Documents or except as
would not cause a Material Adverse Effect, the Company has good and marketable title to its properties and material assets owned
by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are
not material to the business of the Company. Any real property and facilities held under lease by the Company and its subsidiaries
are held by them under valid, subsisting and enforceable leases (except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, liquidation or other laws from
time to time relating to, or affecting generally, the enforcement of creditors’ rights and remedies) with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company
and its subsidiaries.


 


Section
4.10         Insurance. The Company and each of its subsidiaries are insured
by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company
believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. The Company has
no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material
Adverse Effect.




    	- 11 -



    	 



    

  


Section
4.11         Regulatory Permits. Except as would not cause a Material Adverse
Effect, the Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor
any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit.


 


Section
4.12         Internal Accounting Controls. The Company and each of its subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.


 


Section
4.13         Absence of Litigation. Except as set forth in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending against or affecting the Company or any of the Company’s subsidiaries, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect.


 


Section
4.14         Subsidiaries. Except as disclosed in the SEC Documents, the Company
does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, association or
other business entity.


 


Section
4.15         Tax Status. Except as disclosed in the SEC Documents, the Company
and each of its subsidiaries has made or filed all federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which it is subject to be filed as of the date hereof and (unless and only to the extent that
the Company and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes) has paid all taxes and other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on
its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim.


 


Section
4.16         Certain Transactions. Except as set forth in the SEC Documents
(or as not required to be disclosed pursuant to applicable law) none of the officers or directors of the Company is presently
a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee
or partner.




    	- 12 -



    	 



    

  


Section
4.17         Fees and Rights of First Refusal. The Company is not obligated
to offer the Common Stock offered hereunder on a right of first refusal basis or otherwise to any third parties including, but
not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.


 


Section
4.18         Use of Proceeds. The Company shall use the net proceeds from
this offering for working capital and other general corporate purposes.


 


Section
4.19         Dilution. The Company is aware and acknowledges that issuance
of shares of the Common Stock could cause dilution to existing stockholders and could significantly increase the outstanding number
of shares of Common Stock.


 


Section
4.20         Acknowledgment Regarding Investor’s Purchase of Shares.
The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with
respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that the Investor is not
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the
transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares
hereunder. The Company is aware and acknowledges that it may not be able to request Advances under this Agreement if the Registration
Statement is not declared effective or if any issuances of Common Stock pursuant to any Advances would violate any rules of the
Principal Market. The Company further is aware and acknowledges that any fees paid or shares issued pursuant to Section 13.04
hereunder shall be earned on the date hereof and are not refundable or returnable under any circumstances.


 


Article
V. Indemnification


 


The
Investor and the Company represent to the other the following with respect to itself:


 





Section
5.01         Indemnification by the Company. In consideration of the Investor’s
execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement,
the Company shall defend, protect, indemnify and hold harmless the Investor, and all of its officers, directors, partners, employees
and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith
(irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought),
and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred
by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed
or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, 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; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation
or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate,
instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement
or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated
hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible
under applicable law.


 






    	- 13 -



    	 



    

 


Section
5.02         Indemnification by the Investor. In consideration of the Company’s
execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement,
the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders,
employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by
the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or
in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, 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; provided, however, that the Investor will only be liable for written
information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the
documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of
the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by
the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any
breach of any covenant, agreement or obligation of the Investor(s) contained in this Agreement or any other certificate, instrument
or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor
may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities, which is permissible under applicable law.


 




    	- 14 -



    	 



    

Section
5.03         Notice of Claim. Promptly after receipt by an Investor Indemnitee
or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding)
involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified
Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party
a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability
under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and
the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee
shall have the right to retain its own counsel with the reasonable fees and expenses of not more than one counsel for such Investor
Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party
would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and
any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee
which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee fully apprised
at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall
be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee
or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received and payment therefor is ude.


 




    	- 15 -



    	 



    

Section
5.04         Contribution. In the event that the indemnity provided in Section
5.01 or Section 5.02 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the
Investor severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which
the Company or the Investor may be subject in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the Investor on the other from transactions contemplated by this Agreement. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company and the Investor severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the
one hand and of the Investor on the other in connection with the statements or omissions which resulted in such Losses as well
as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total proceeds
from the offering (net of all discounts and commissions but before deducting expenses) received by it, and benefits received by
the Investor shall be deemed to be equal to the total discounts received by the Investor. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information provided by the Company on the one hand or the Investor on the other,
the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission. The Company and the Investor agree that it would not be just and equitable if contribution were determined
by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred
to above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred
to above in this Article V shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party
in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or
alleged omission. Notwithstanding the provisions of this Section 5.04, the Investor shall not be required to contribute any amount
in excess of the amount by which the Purchase Price for Shares actually purchased pursuant to this Agreement exceeds the amount
of any damages which the Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of
this Article V, each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act and each director, officer, employee and agent of the Investor shall have the same rights to contribution
as the Investor, and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this
Section 5.04.


 


Section
5.05         Remedies. The remedies provided
for in this Article V are not exclusive and shall not limit any right or remedies which may otherwise be available to any indemnified
person at law or in equity. The obligations
of the parties to indemnify or make contribution under this Article V shall
survive expiration or termination of this Agreement for a period of three years.


 


Section
5.06         LIMITATION OF LIABILITY. NOTWITHSTANDING THE FOREGOING, NO PARTY
SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.


 






    	- 16 -



    	 



    

 


Article
VI.

Covenants of the Company


 


Section
6.01         Registration Statement.





 


		(a)	Filing
                                         of a Registration Statement. The Company shall prepare and file with the SEC a Registration
                                         Statement, or multiple Registration Statements for the resale by the Investor of the
                                         Registrable Securities. The Company in its sole discretion may chose when to file such
                                         Registration Statements; provided, however, that the Company shall not have the
                                         ability to request any Advances until the effectiveness of a Registration Statement.
                                         Each Registration Statement shall contain the “Plan of Distribution”
                                         section in substantially the form attached hereto as Exhibit D.



 


		(b)	Maintaining
                                         a Registration Statement. The Company shall maintain the effectiveness of any Registration
                                         Statement that has been declared effective at all times during the shorter of (i) Commitment
                                         Period and (ii) the period during which any Registrable Securities remain outstanding
                                         (the “Registration Period”). Each Registration Statement (including
                                         any amendments or supplements thereto and prospectuses contained therein) shall not contain
                                         any untrue statement of a material fact or omit to state a material fact required to
                                         be stated therein, or necessary to make the statements therein, in light of the circumstances
                                         in which they were made, not misleading.



 


		(c)	Filing
                                         Procedures. Not less than three business days prior to the filing of a Registration
                                         Statement and not less than one business day prior to the filing of any related amendments
                                         and supplements to all Registration Statements (except for any amendments or supplements
                                         caused by the filing of any annual reports on Form 10-K, quarterly reports on Form 10-Q
                                         or current reports on Form 8-K), the Company shall furnish to the Investor copies of
                                         all such documents proposed to be filed, which documents (other than those incorporated
                                         or deemed to be incorporated by reference) will be subject to the reasonable and prompt
                                         review of the Investor. The Investor shall furnish comments on a Registration Statement
                                         and any related amendment and supplement to a Registration Statement to the Company within
                                         24 hours of the receipt thereof. If the Investor fails to provide comments to the Company
                                         within such 24-hour period, then the Registration Statement, related amendment or related
                                         supplement, as applicable, shall be deemed accepted by the Investor in the form originally
                                         delivered by the Company to the Investor.



 


		(d)	Delivery
                                         of Final Documents. The Company shall furnish to the Investor without charge, (i)
                                         at least one copy of each Registration Statement as declared effective by the SEC and
                                         any amendment(s) thereto, including financial statements and schedules, all documents
                                         incorporated therein by reference, all exhibits and each preliminary prospectus, (ii)
                                         at the request of the Investor, ten (10) copies of the final prospectus included in such
                                         Registration Statement and all amendments and supplements thereto (or such other number
                                         of copies as the Investor may reasonably request) and (iii) such other documents as the
                                         Investor may reasonably request from time to time in order to facilitate the disposition
                                         of the Registrable Securities owned by the Investor pursuant to a Registration Statement.



 




    	- 17 -



    	 



    

		(e)	Amendments
                                         and Other Filings. The Company shall (i) prepare and file with the SEC such amendments (including
                                         post-effective amendments) and supplements to a Registration Statement and the related
                                         prospectus used in connection with such Registration Statement, which prospectus is to
                                         be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
                                         to keep such Registration Statement effective at all times during the Registration Period,
                                         and prepare and file with the SEC such additional Registration Statements in order to
                                         register for resale under the Securities Act all of the Registrable Securities; (ii)
                                         cause the related prospectus to be amended or supplemented by any required prospectus
                                         supplement (subject to the terms of this Agreement), and as so supplemented or amended
                                         to be filed pursuant to Rule 424; and (iii) provide the Investor copies of all correspondence
                                         from and to the SEC relating to a Registration Statement (provided that the Company may
                                         excise any information contained therein which would constitute material non-public information.
                                         In the case of amendments and supplements to a Registration Statement which are required
                                         to be filed pursuant to this Agreement (including pursuant to this Section 6.01(e) )
                                         by reason of the Company’s filing a report on Form 10-K, or Form 8-K or any analogous
                                         report under the Exchange Act, the Company shall incorporate such report by reference
                                         into the Registration Statement, if applicable, or shall file such amendments or supplements
                                         with the SEC either on the day on which the Exchange Act report is filed which created
                                         the requirement for the Company to amend or supplement the Registration Statement, if
                                         feasible, or otherwise promptly thereafter.



 


		(f)	Blue-Sky.
                                         The Company shall use its commercially reasonable efforts to, if applicable, (i) register
                                         and qualify the Registrable Securities covered by a Registration Statement under such
                                         other securities or “blue sky” laws of such jurisdictions in the United States
                                         as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
                                         such amendments (including post-effective amendments) and supplements to such registrations
                                         and qualifications as may be necessary to maintain the effectiveness thereof during the
                                         Registration Period, (iii) take such other actions as may be necessary to maintain such
                                         registrations and qualifications in effect at all times during the Registration Period,
                                         and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
                                         Securities for sale in such jurisdictions; provided, however, that the Company shall
                                         not be required in connection therewith or as a condition thereto to (w) make any change
                                         to its Articles of Incorporation or Bylaws, (x) qualify to do business in any jurisdiction
                                         where it would not otherwise be required to qualify but for this Section 6.01(f), (y)
                                         subject itself to general taxation in any such jurisdiction, or (z) file a general consent
                                         to service of process in any such jurisdiction. The Company shall promptly notify the
                                         Investor of the receipt by the Company of any notification with respect to the suspension
                                         of the registration or qualification of any of the Registrable Securities for sale under
                                         the securities or “blue sky” laws of any jurisdiction in the United States
                                         or its receipt of actual notice of the initiation or threat of any proceeding for such
                                         purpose.



 


Section
6.02         Listing of Common Stock. The Company shall use its commercially
reasonable efforts to maintain the Common Stock’s authorization for quotation on the Principal Market and shall notify the
Investor promptly if the Common Stock shall cease to be authorized for quotation on the Principal Market.


 


Section
6.03         Opinion of Counsel. The Company shall deliver to the Investor
an opinion from counsel to the Company in the form attached hereto as Exhibit C prior to the first Advance Notice.








 


Section
6.04         Exchange Act Registration. The Company will file in a timely
manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take any action
or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting
and filing obligations under the Exchange Act.


 






    	- 18 -



    	 



    

 


Section
6.05         Transfer Agent Instructions. Upon effectiveness of the Registration
Statement the Company shall deliver instructions and a legal opinion to its transfer agent to issue Common Stock to the Investor
free of restrictive legends on or before each Advance Date.


 


Section
6.06         Corporate Existence. The Company will take all steps necessary
to preserve and continue the corporate existence of the Company during the Commitment Period.


 


Section
6.07         Notice of Certain Events Affecting Registration; Suspension of Right
to Make an Advance. The Company will immediately notify the Investor, and confirm in writing, upon its becoming aware of the
occurrence of any of the following events in respect of a Registration Statement or related prospectus relating to an offering
of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental
authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement
or related prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt 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 written threat of any proceeding for such purpose; (iv) the happening of any event that
makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement,
related prospectus or documents so that, in the case of the Registration Statement, 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 not
misleading, and that in the case of the related prospectus, 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 the light of the circumstances
under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related prospectus
to comply with the Securities Act or any other law; and (v) the Company’s reasonable determination that a post-effective
amendment to the Registration Statement would be appropriate (other than, in the case of this clause (v), for routine post-effective
amendments required in order to maintain the effectiveness of a Registration Statement filed on Form S-1); and the Company will
promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver
to the Investor any Advance Notice, and the Investor shall not sell any Shares pursuant to a Registration Statement, during the
continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (v),
inclusive, a “Material Outside Event”).


 





Section
6.08         Consolidation; Merger. If an Advance Notice has been delivered
to the Investor, then the Company shall not effect any merger or consolidation of the Company with or into, or a transfer of all
or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance Notice has
been closed in accordance with Section 2.02 hereof.


 


Section
6.09         Issuance of the Company’s Common Stock. The sale of the
Common Stock hereunder shall be made in accordance with the provisions and requirements of Regulation D and any applicable
state securities law.


 






    	- 19 -



    	 



    

 


Section
6.10         Market Activities.         The
Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might reasonably
be expected to constitute, the stabilization or manipulation of the price of any security of the Company under Regulation M of
the Exchange Act.


 


Section
6.11         Opinion of Counsel Concerning Resales. Provided that the Investor’s
resale of Common Stock received pursuant to this Agreement may be freely sold by the Investor either pursuant to an effective
Registration Statement, in accordance with Rule 144, or otherwise, the Company shall obtain for the Investor, at the Company’s
expense, any and all opinions of counsel which may be required by the Company’s transfer agent to issue such shares free
of restrictive legends, or to remove legends from such shares.


 


Section
6.12         Expenses. The Company, whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations
hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment
and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery
of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s counsel, accountants
and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement,
including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or
supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading
on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.


 


Section
6.13         Sales. Without the written consent of the Investor, the Company
will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any
Common Stock (other than the Shares offered pursuant to the provisions of this Agreement and securities that may be issued by
the Company under its publicly-disclosed equity compensation plnas) or securities convertible into or exchangeable for Common
Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the fifth (5th) Trading
Day immediately prior to an Advance Notice Date and ending on the fifth (5th) Trading Day immediately following the
corresponding Advance Date.


 


Section
6.14         Current Report. Promptly after the date hereof (and prior to
the Company delivering an Advance Notice to the Investor hereunder), the Company shall file with the SEC a current report on Form
8-K or such other appropriate form as determined by counsel to the Company, relating to the transactions contemplated by this
Agreement and shall provide the Investor with a reasonable opportunity to review such report prior to its filing.





 





Section
6.15         Black-out Periods. Notwithstanding any other provision of this
Agreement, the Company shall not deliver an Advance Notice during any Company black-out periods or during any other period in
which the Company is, or could be deemed to be, in possession of material non-public information.


 






    	- 20 -



    	 



    

 


Article
VII.

Conditions for Advance and Conditions to Closing


 


Section
7.01         Conditions Precedent to the Right of the Company to Deliver an Advance
Notice. The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to
an Advance is subject to the satisfaction by the Company, on each Advance Notice Date and Advance Date (a “Condition
Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy
                                         of the Company’s Representations and Warranties. The representations and warranties
                                         of the Company shall be true and correct in all material respects.



 


		(b)	Registration
                                         of the Common Stock with the SEC. There is an effective Registration Statement pursuant
                                         to which the Investor is permitted to utilize the prospectus thereunder to resell all
                                         of the Common Stock issuable pursuant to such Advance Notice. The Company shall have
                                         filed with the SEC all reports, notices and other documents required under the Exchange
                                         Act and applicable SEC regulations during the twelve-month period immediately preceding
                                         the applicable Condition Satisfaction ate.



 


		(c)	Authority.
                                         The Company shall have obtained all permits and qualifications required by any applicable
                                         state for the offer and sale of the Common Stock, or shall have the availability of exemptions
                                         therefrom. The sale and issuance of the Common Stock shall be legally permitted by all
                                         laws and regulations to which the Company is subject.



 


		(d)	No
                                         Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance
                                         by the Company. The Company shall have performed, satisfied and complied in all material
                                         respects with all covenants, agreements and conditions required by this Agreement to
                                         be performed, satisfied or complied with by the Company at or prior to each Condition
                                         Satisfaction Date.



 


		(f)	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 that prohibits or directly and adversely affects
                                         any of the transactions contemplated by this Agreement, and no proceeding shall have
                                         been commenced that may have a Material Adverse Effect.



 


		(g)	No
                                         Suspension of Trading in or Delisting of Common Stock. The Common Stock is quoted
                                         on a Principal Market and all of the shares issuable pursuant to such Advance Notice
                                         will be listed or quoted for trading on such Principal Market and the Company believes,
                                         in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted
                                         for the foreseeable future. The issuance of Common Stock with respect to the applicable
                                         Advance Notice will not violate the shareholder approval requirements of the Principal
                                         Market. The Company shall not have received any written notice threatening the continued
                                         quotation of the Common Stock on the Principal Market.



 




    	- 21 -



    	 



    

 


 


		(h)	Maximum
                                         Advance Amount. The amount of an Advance requested by the Company shall not exceed
                                         the Maximum Advance Amount.



 


		(i)	Authorized.
                                         There shall be a sufficient number of authorized but unissued and otherwise unreserved
                                         Common Stock for the issuance of all of the shares issuable pursuant to such Advance
                                         Notice.



 


		(j)	Executed
                                         Advance Notice. The Investor shall have received the Advance Notice executed by an
                                         officer of the Company and the representations contained in such Advance Notice shall
                                         be true and correct as of the applicable Condition Satisfaction Date.



 


		(k)	Consecutive
                                         Advance Notices. Except with respect to the first Advance Notice, the Company shall
                                         have delivered all Shares relating to all prior Advances.



 


Article
VIII.

Non-Disclosure of Non-Public Information


 


The
Company covenants and agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents
to refrain from disclosing, any material non-public information (as determined under the Securities Act, the Exchange Act or the
rules and regulations of the SEC) to the Investor without also disseminating such information to the public, unless prior to disclosure
of such information, the Company identifies such information as being material non-public information and provides the Investor
with the opportunity to accept or refuse to accept such material non-public information for review.


 


Article
IX.

Non Exclusive Agreement


 


Notwithstanding
anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and, subject to
the provisions in Section 6.13, the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot,
or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire
shares or other securities and/or other facilities which may be converted into or replaced by Common Stock or other securities
of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing
and/or future share capital.


 


Article
X.

Choice of Law/Jurisdiction


 





This
Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The parties further agree that any action between them shall be heard in New York County, New York, and expressly
consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States
District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted
pursuant to this paragraph.


 






    	- 22 -



    	 



    

 


Article
XI. Assignment; Termination


 


Section
11.01         Assignment. Neither this Agreement nor any rights of the parties
hereto may be assigned to any other Person.


 


Section
11.02         Termination.


 


		(a)	Unless
                                         earlier terminated as provided hereunder, this Agreement shall terminate automatically
                                         on the earliest of (i)  the first day of the month next following the 36-month anniversary
                                         of the date hereof, or (ii) the date on which the Investor shall have made payment of
                                         Advances pursuant to this Agreement in the aggregate amount of the Commitment Amount.



 


		(b)	The
                                         Company may terminate this Agreement effective upon ten (10) Trading Days’ prior
                                         written notice to the Investor; provided that (i) there are no outstanding Advance Notices,
                                         the shares of Common Stock under which have yet to be issued, and (ii) the Company has
                                         paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may
                                         be terminated at any time by the mutual written consent of the parties, effective as
                                         of the date of such mutual written consent unless otherwise provided in such written
                                         consent. In the event of any termination of this Agreement by the Company hereunder,
                                         so long as the Investor owns any Common Stock issued hereunder that would be Registrable
                                         Securities but for such termination, the Company shall not suspend or withdraw the Registration
                                         Statement or otherwise cause the Registration Statement to become ineffective, or voluntarily
                                         delist the Common Stock from the Principal Market.



 


		(c)	Nothing
                                         in this Section 11.02 shall be deemed to release the Company or the Investor from any
                                         liability for any breach under this Agreement, or to impair the rights of the Company
                                         and the Investor to compel specific performance by the other party of its obligations
                                         under this Agreement. The indemnification provisions contained in Article V shall survive
                                         termination hereunder.



 


Article
XII. Notices


 


Any
notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by e-mail if sent on a business day, or, if not sent on a business day, on the immediately following business day, provided a
copy is mailed by U.S. certified mail, return receipt requested or overnight carrier; (iii) seven (7) days after being sent by
U.S. or Israeli certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such
communications, except for Advance Notices which shall be delivered in accordance with Section 2.01(c) hereof, shall be:




    	- 23 -



    	 



    

 





	If to the
    Company, to:	GlassesOff
    Inc.
	 	5
    Jabotinski Street POB 126
	 	Ramat
    Gan 5252006, Israel
	 	Telephone:	(855)
    393-7243
	 	Email: 	nimrod.madar@glassesoff.com
	 

        With a copy to (which shall
        not

        Constitute notice or delivery
        of process) to:
	 
	 	Greenberg
    Traurig, P.A.
	 	333
    S.E. 2nd Avenue
	 	Suite
    4400
	 	Miami,
    FL 3313
	 	Attention:	Robert L. Grossman
	 	 
	 	Telephone	(305) 579-0756
	 	Email:	grossmanb@gtlaw.com
	 	 
	If to the Investor(s):	YA Global Master SPV
    Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:	Mark Angelo
	 	 	Portfolio Manager
	 	Telephone:	(201) 985-8300
	 	Email:	mangelo@yorkvilleadvisors.com
	 	 
	With a Copy
    (which shall not	 
	Constitute
    notice or delivery of process) to:	 
	 	David Gonzalez, Esq.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Telephone:	(201) 985-8300
	 	Email: 	legal@yorkvilleadvisors.com







 


Either party
may change its information contained in this Article XII by delivering notice to the other party as set forth herein.


 


Article
XIII. Miscellaneous


 


Section
13.01         Counterparts; Electronic Signatures. This Agreement may be executed
in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and
delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of this Agreement.


 




    	- 24 -



    	 



    

 


Section
13.02         Entire Agreement; Amendments. This Agreement supersedes all
other prior oral or written agreements between the Investor, the Company, their respective affiliates and persons acting on their
behalf with respect to the matters discussed herein, and this Agreement, and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to
be charged with enforcement; provided, however, that this Agreement may not be amended subsequent to the effectiveness of a Registration
Statement.


 


Section
13.03         Reporting Entity for the Common Stock. The reporting entity
relied upon for the determination of the trading price or trading volume of the Common Stock on any given Trading Day for the
purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the
Company shall be required to employ any other reporting entity.


 


Section
13.04         Structuring and Due Diligence Fee. Each of the parties shall
pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party)
in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to the Investor
(or its designee) a structuring and due diligence fee of $3,000 on or before the date hereof.


 


Section
13.05         Commitment Fee. The Company shall pay to YA Global II SPV LLC
(“YA II SPV”), as designee of the Investor, a commitment fee in an aggregate amount equal to $450,000 (the
“Commitment Fee”), of which (i) $150,000 shall be paid within three (3) Trading Days of the date hereof, (ii)
$150,000 shall be paid within (3) Trading Days of the date that the Company first receives Advances hereunder in cumulative amount
exceeding $3,000,000 and (iii) $150,000 shall be paid within (3) Trading Days of the date that the Company first receives Advances
hereunder in cumulative amount exceeding $6,000,000. The Company shall pay each portion of the Commitment Fee either in cash,
or by issuing to YA II SPV shares of Common Stock (such shares, the “Commitment Fee Shares”), or a combination
of cash and Commitment Shares, in each case at the Company’s sole election and in its sole discretion. The number of Commitment
Fee Shares to be issued by the Company to YA II SPV shall be equal to the amount of the Commitment Fee the Company chooses to
pay in Commitment Fee Shares divided by (y) the average of the VWAPs for the 5 consecutive Trading Days immediately prior to the
date hereof with respect to the first tranche of the Commitment Fee, and (z) the average of the VWAPs for the five (5) consecutive
Trading Days immediately prior to the date on which the applicable portion of the Commitment Fee becomes due. YA II SPV hereby
represents and warrants to the Company that it is an “Accredited Investor” as that term is defined in Rule 501(a)(3)
of Regulation D.


 




    	- 25 -



    	 



    

Section
13.06         Brokerage. Each of the parties hereto represents that it has
had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission
from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and
hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account
of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions
contemplated hereby.


 


Section
13.07         No Sales or Transfers Absent Registration or Applicable Exemption.
The Investor represents and warrants to the Company that it will not sell or otherwise transfer any Shares unless (i) a Registration
Statement shall have been declared effective by the SEC and shall continue to be effective at the time of any such sale or transfer
or (ii) there is an applicable exemption from registration under the Securities Act with respect to each such sale or transfer.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	- 26 -



    	 



    

  


IN
WITNESS WHEREOF, the parties hereto have caused this Standby Equity Distribution Agreement to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.


 


	 	COMPANY:
	 	GlassesOff
    Inc. 
	 	 	 
	 	By:	/s/ Nimrod Madar
	 	Name:	Nimrod Madar
	 	Title:	President and Chief Executive Officer


 


	 	INVESTOR:
	 	YA Global
    Master SPV Ltd.
	 	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager


 


	 	 	By:	Yorkville Advisors Global, LLC
	 	 	Its:	General Partner
	 	 	 	 
	 	 	By:	/s/ Ed Schinik
	 	 	Name:	Ed Schinik
	 	 	Title:	Chief Financial Officer


 


	(solely for purposes of Section 13.05)	 
	 	 
	YA Global II SPV LLC	 
	 	 	 
	By:	/s/ Ed Schinik	 
	Name:	Ed Schinik	 
	Title:	Chief Financial Officer	 


 


 




    	- 27 -



    	 



    

 


EXHIBIT
A

ADVANCE NOTICE


 


GLASSESOFF
INC.


 


Dated:
_________________


 


The
undersigned, _______________________ hereby certifies, with respect to the sale of Common Stock of GlassesOff Inc. (the “Company”)
issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Distribution Agreement, dated
as of July 1, 2014 (the “Agreement”), as follows:


 


1.          The
undersigned is the duly elected ______________ of the Company.


 


2.          There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file
a post effective amendment to the Registration Statement.


 


3.          The
Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in
all material respects with all obligations and conditions contained in the Agreement on or prior to the Advance Notice Date, and
shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable
Advance Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4.          The
undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required
to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities
Exchange Act of 1934). All SEC Filings have been reviewed and approved for release by the Company’s attorneys and, if containing
financial information, the Company’s independent certified public accountants. None of the SEC Filings contained, as of
their respective dates of filing, 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 the light of the circumstances under which they were made, not misleading.


 


5.          The
Advance requested is _____________________.


 


6.          The
Minimum Acceptable Price with respect to this Advance Notice is _________.


 


7.          9.99%
of the outstanding Common Stock of the Company as of the date hereof is ___________.


 


The
undersigned has executed this Advance Notice as of the date firs set forth above.





 


	 	GLASSESOFF INC.
	 	 	 
	 	By:	 



 





Please deliver
this Advance Notice by email with a follow up phone call to:


Email:
Trading@yorkvilleadvisors.com


Attention:
Trading Department and Compliance Officer


Confirmation
Telephone Number: (201) 985-8300.







 



    	 



    	 



    

 


EXHIBIT B


 


FORM
OF SETTLEMENT DOCUMENT


VIA EMAIL


 


GlassesOff Inc.


Attn:  


Email:


 


	 	 	Below please find the settlement information with respect to the
    Advance Notice dated:	 	 	 
	 	 	 	 	 	 
	1.	 	(a) Amount of Advance Notice:	 	$		 
	 	 	 	 	 	 	 
	 	 	(b) Amount of Advance Notice (after taking into account any adjustments
    pursuant to Section 2.01):	 	$ 		 
	 	 	 	 	 	 	 
	2.	 	Market Price:	 	$	
                                         	 
	 	 	 	 	 	 	 
	3.	 	Purchase Price (Market Price X  98.5%) per share:	 	$		 
	 	 	 	 	 	 	 
	4.	 	Number of Shares due to Investor:	 	 	 	 



 


Please
issue the number of Shares due to the Investor to the account of the Investor as follows:


 


Investor’s
DTC participant #:


ACCOUNT NAME: 


ACCOUNT NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact
person:


Number
and/or email: 


 


	 	Sincerely, 
	 	 
	 	YA GLOBAL MASTER SPV, LTD.


 


Approved By GlassesOff Inc.:


 


	 	 
	Name: 	 



 



    	 



    	 



    

 


EXHIBIT
C


 


FORM
OF OPINION


  


1.          The
Company is a corporation validly existing and in good standing under the laws of the State of Nevada, with corporate power and
authority to own, lease and operate its properties and to conduct its business as described in the Company’s public filings,
including reports filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, (the “Exchange
Act”), and the rules and regulations of the Commission thereunder (the “Public Filings”) and to enter
into and perform its obligations under the Standby Equity Distribution Agreement.


 


2.          The
Company has the requisite corporate power and authority to enter into and perform its obligations under the Standby Equity Distribution
Agreement and to issue the shares of Common Stock in accordance with its terms. The execution and delivery of the Standby Equity
Distribution Agreement by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized
by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders
is required. The Standby Equity Distribution Agreement has been duly executed and delivered.


 


3.          The
shares of Common Stock issuable under the Standby Equity Distribution Agreement are duly authorized and, upon issuance in accordance
with the terms of the Standby Equity Distribution Agreement against payment therefore in accordance with the terms thereof, will
be duly and validly issued, fully paid and nonassessable, free of any liens, encumbrances and preemptive or similar rights, in
each case arising under the Company’s Articles of Incorporation or By-laws or, to my knowledge, in any agreement filed by
the Company as an exhibit to the Company’s Public Filings (other than inchoate liens existing as a result of statute and
restrictions on transfer arising under applicable securities laws).


 


4.          The
execution, delivery and performance of the Standby Equity Distribution Agreement by the Company and the consummation by the Company
of the transactions contemplated thereby (other than performance by the Company of its obligations under the indemnification sections
of such agreements, which are not subject to this opinion) will not (i) result in a violation of the Company’s Articles
of Incorporation or Bylaws; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement
or indenture filed by the Company as an exhibit to the Company's Public Filings; or (iii) to my knowledge, result in a violation
of any federal or Nevada law, rule or regulation, order, judgment or decree applicable to the Company or by which any property
or asset of the Company is bound or affected.


 


5.          To
my knowledge and other then as set forth in the Public Filings, there are no legal or governmental proceedings pending to which
the Company is a party or of which any property or assets of the Company is subject which is required to be disclosed in any Public
Filings.


 




    	 



    	 



    

 


EXHIBIT D


 


PLAN OF
DISTRIBUTION


 


The
Selling Stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their
Common Stock on the OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following
methods when selling shares:


 


		·	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block
                                         trades in which the broker-dealer will attempt to sell the shares as agent but may position
                                         and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases
                                         by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an
                                         exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately
                                         negotiated transactions;



 


		·	broker-dealers
                                         may agree with the Selling Stockholder to sell a specified number of such shares at a
                                         stipulated price per share;



 


		·	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;



 


		·	a
                                         combination of any such methods of sale; or



 


		·	any
                                         other method permitted pursuant to applicable law.



 


The
Selling Stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


The
Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.


 


Broker-dealers
engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with NASDR IM-2440.


 




    	 



    	 



    

 


In
connection with the sale of the Common Stock or interests therein, the Selling Stockholder may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course
of hedging the positions they assume. The Selling Stockholder may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 


The
Selling Stockholder is an, and any broker-dealers or agents that are involved in selling the shares may be deemed to be, “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


Because
the Selling Stockholder is an “underwriter” within the meaning of the Securities Act, it is subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter (other than the Selling Stockholder) or coordinating broker acting in connection with the proposed sale
of the resale shares by the Selling Stockholder.


 


We
have agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling
Stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act
or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold
unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.


 


Expenses,
Indemnification


 


We
will not receive any of the proceeds from the sale of the Common Stock sold by the Selling Stockholder and will bear all expenses
related to the registration of this offering, but will not pay for any commissions, fees or discounts, if any, relating to the
sale of the Common Stock sold by the Selling Stockholder. We have agreed to indemnify the Selling Stockholder against certain
losses, claims, damages and liabilities, including liabilities under the Securities Act.


 






    	 



    	 



    

 


Supplements





 





In
the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able
to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration
statement is filed with, and declared effective by, the SEC.


 


Regulation
M


 


We
have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange
Act of 1934 with respect to any purchase or sale of our Common Stock. In general, Rule 102 under Regulation M prohibits any person
connected with a distribution of our Common Stock from directly or indirectly bidding for, or purchasing for any account in which
it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and
after completion of its participation in the distribution.


 


During
any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from
engaging in any stabilizing bid or purchasing our Common Stock except for the purpose of preventing or retarding a decline in
the open market price of the Common Stock. None of these persons may affect any stabilizing transaction to facilitate any offering
at the market.


 


We
have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under
the Exchange Act will apply to purchases and sales of Common Stock by the Selling Stockholder, and that there are restrictions
on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder
or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock while
the Selling Stockholder is distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder from
covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under
the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance
with Regulation M.