Exhibit 10.4


 


STOCK EXCHANGE AND PLAN OF RESTRUCTURING
AGREEMENT


 


THIS STOCK EXCHANGE AND
PLAN OF RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2021 by and between Jeffs’
Brands Ltd. CR# 516356763 (“Parent”) on one hand, and Vicky Hacmon, I.D No.[_________] (“Vic”),
and Medigus Ltd. CR#512866971 (“Medigus”) on the other hand (together hereinafter will be referred as the “Transferors”).


 


WHEREAS,
the Transferors are the owners of the entire issued and outstanding share capital of Purex Inc., a company incorporated under the laws
of the State of California, and Smart Repair Pro Inc., a company incorporated under the laws of the State of California (each a “Target
Corporation”); and


 


WHEREAS,
The Parent as a newly incorporated corporation to facilitate the transactions under this agreement as a special purpose vehicle;


 


WHEREAS,
subject to and in accordance with the terms herein, including the consummation of all Closing conditions set forth herein, the Parties
desire to carry out the transactions contemplated hereunder, according to which, subject to the following being an exempt transaction
pursuant to Section 104B of the Israeli Tax Ordinance, the Transferors shall transfer all of each Target Corporation’s shares of
common stock held by them (the “Transferred Shares”) to Parent, in consideration of such number of Parent’s Ordinary
Shares issued to the Shareholders at the Closing (the “Consideration Shares”), in such number determined on the basis
of the mechanics prescribed hereunder, thus resulting in each Target Company becoming a wholly-owned subsidiary of Parent, immediately
following the Closing;


 


WHEREAS, the Parties
intend that the transactions contemplated hereunder shall qualify as one transaction which is a tax-free “reorganization”
within the meaning of Section 368(a) of the Code, or such other tax free reorganization or restructuring provisions as may be available
under the Code, including Section 351; and also an exempt transaction pursuant to Section 104B of the Israeli Tax Ordinance.


 


NOW, THEREFORE, intending
to be legally bound, the parties hereto agree as follows:


 


1.Transfer
and Conveyance. Subject to the herein terms and conditions, at the Closing, Transferors shall transfer to Parent and Parent shall
receive from Transferors, the entire amount of Transferred Shares, in consideration of such number of Consideration Shares resulting in
Medigus holding 50.03% of the issued and outstanding share capital of Parent, and Vic holding 49.97% of the and outstanding share capital
of Parent; all, based on the table set forth under Exhibit A.


 






     


     


    

 


2.Closing.
The transfer and conveyance of the Transferred Shares and issuance of the Consideration Shares, shall be made, shall take place as soon
as practicably possible following the date hereof, provided that all closing conditions have been made (the “Closing”).
On the Closing, the Transferors shall deliver the share transfer deeds in the form attached hereto as Exhibit B and use
their capacity as members of the Board of Directors of the Target Companies to record such transfer under the books of each such Target
Company.


 


3.Closing
Conditions. The Parties have delivered a notice to the Israeli Tax Authorities concerning tax deferral under Section 104B of the Israeli
Tax Ordinance [New Form].


 


4.Representations
and Warranties.


 


4.1.Parent
represents and warrants to Transferors that the Consideration Shares, when issued at the Closing, shall be free and clear of any liens,
mortgages and/or third-party rights, subject to the provisions of the Parent’s Articles of Association and applicable law.


 


4.2.Each
Transferor represents and warrants to Parent that (i) such Transferor is the sole owner of the Transferred Shares, (ii) the Transferred
Shares of each Target Company, when sold and transferred at the Closing, shall be free and clear of any liens, mortgages and/or third-party
rights, subject to the provisions of the respective Target Company’s Articles of Association and applicable law.


 


4.3.Each
of the parties represent and warrant the other parties that the transactions contemplated hereunder do not contradict any applicable law
nor any agreement and/or arrangement which such party is a party to.


 


5.Miscellaneous.


 


(a)Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Israel
without regard to any applicable principles of conflicts of laws, and the parties hereby irrevocably and unconditionally consent and submit
to the sole and exclusive jurisdiction of the competent courts of the State of Tel-Aviv, Israel over all matters relating to this Agreement.


 


(b)Further Assurances.
The parties shall execute and deliver such additional documents, filing documents and reports, and shall take all such additional actions
as may be necessary or required to implement the provisions of this Agreement and the consummation of the conveyance of the Transferred
Shares to Parent.


 


(c)Successors
and Assigns. Neither party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of
the other party. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns under law, heirs, executors,
and administrators of the parties.


 


(d)Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by email (except where
a notice is received stating that such email has not been successfully delivered) during normal business hours of the recipient, and if
not sent during normal business hours, then on the recipient’s next business day, (c) three (3) business days after having been
sent by registered or certified mail, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight
courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent
to the respective parties at their address as set forth in the signature pages hereof (or to such other address on which either party
may inform the other in accordance with the provisions of this Section Error! Reference source not found.).


 


(e)Entire
Agreement. This Agreement includes the entire understanding of the parties with respect to the subject matter hereof and may not be
amended or modified except in a written instrument signed by the parties.


 


(f)Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other party, it being understood that all parties need not sign the same counterpart. This Agreement or any counterpart may be
executed and delivered by facsimile copies or delivered by electronic communications by portable document format (.pdf), each of which
shall be deemed an original.


 


[Signature Pages to Follow]


 




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IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered on the day and year first above written.


 


	 	Parent:
	 	 
	 	/s/ Jeffs’ Brands Ltd.
	 	Jeffs’ Brands Ltd.
	 	 
	 	Transferors :
	 	/s/ Medigus Ltd.
	 	Medigus Ltd.
	 	 
	 	/s/ Vicky Hacmon
	 	Vicky Hacmon


 


[Signature Page to Stock Exchange And Plan of
Restructuring Agreement dated May 2021]


 




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Exhibit A


 


SHARE TRANSFER DEED


 


 


 


Vicky Hachmon, I.D No. [_____](the “Transferor”),
for good and valuable consideration, hereby assigns and transfers to Jeffs’ Brands Ltd. (the “Transferee”),
778 Shares of common stock (the “Shares”) of Purex, Inc., a company incorporated
under the laws of the State of California, free and clear of any liens, encumbrances, pledges, or any other rights granted to any third
party on or in connection therewith, on and subject to such terms as the Shares were held by the Transferor; and the Transferee hereby
accepts such assignment and transference of the Shares.


 


In Witness Whereof, Transferor and Transferee
have duly executed this Share Transfer Deed, dated as of May _____, 2021.


 


		 	
	Transferor	 	Transferee


 




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SHARE TRANSFER DEED


 


Vicky Hachmon, I.D No. [_____](the “Transferor”),
for good and valuable consideration, hereby assigns and transfers to Jeffs’ Brands Ltd. (the “Transferee”),
7,784 Shares of common stock (the “Shares”) of Smart Repair Pro, Inc.,
a company incorporated under the laws of the State of California, free and clear of any liens, encumbrances, pledges, or any other rights
granted to any third party on or in connection therewith, on and subject to such terms as the Shares were held by the Transferor; and
the Transferee hereby accepts such assignment and transference of the Shares.


 


In Witness Whereof, Transferor and Transferee
have duly executed this Share Transfer Deed, dated as of May _____, 2021.






	Transferor 	 	Transferee



 






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SHARE TRANSFER DEED


 


Medigus Ltd., CR# No. 512866971
(the “Transferor”), for good and valuable consideration, hereby assigns and transfers to Jeffs’ Brands
Ltd. (the “Transferee”), 779 Shares of common stock (the “Shares”)
of Purex, Inc., a company incorporated under the laws of the State of California, , free and clear of any liens, encumbrances, pledges,
or any other rights granted to any third party on or in connection therewith, on and subject to such terms as the Shares were held by
the Transferor; and the Transferee hereby accepts such assignment and transference of the Shares.


 


In Witness Whereof, Transferor and Transferee
have duly executed this Share Transfer Deed, dated as of May _____, 2021.


 





	Transferor 	 	Transferee


 




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SHARE TRANSFER DEED


 


Medigus Ltd., CR# No. 512866971
(the “Transferor”), for good and valuable consideration, hereby assigns and transfers to Jeffs’ Brands
Ltd. (the “Transferee”), 7,792 Shares of common stock (the “Shares”)
of Smart Repair Pro, Inc., a company incorporated under the laws of the State of California, , free and clear of any liens, encumbrances,
pledges, or any other rights granted to any third party on or in connection therewith, on and subject to such terms as the Shares were
held by the Transferor; and the Transferee hereby accepts such assignment and transference of the Shares.


 


In Witness Whereof, Transferor and Transferee
have duly executed this Share Transfer Deed, dated as of May _____, 2021.


 





	Transferor 	 	Transferee


 




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Exhibit B


 


Before the Exchange 


 


	Entity	 	Name of SH	 	# of Shares	 	 	%Issued	 
	Jeff Brands	 	Medigus LTD	 	 	100	 	 	 	100	%
	Purex Inc.	 	Vicky Hacmon	 	 	778	 	 	 	49.97	%
	 	 	Medigus LTD	 	 	779	 	 	 	50.03	%
	Smart Repair Pro Inc.	 	Vicky Hacmon	 	 	7,784	 	 	 	49.97	%
	 	 	Medigus LTD	 	 	7,792	 	 	 	50.03	%




 


After the Exchange


 


	Entity	 	Name of SH	 	# of Shares	 	 	%Issued	 
	Jeff Brands	 	Medigus LTD	 	 	5,003	 	 	 	50.03	%
	 	 	Vicky Hacmon	 	 	4,997	 	 	 	49.97	%
	Purex Inc.	 	Jeff Brands	 	 	1,557	 	 	 	100	%
	Smart Repair Pro Inc.	 	Jeff Brands	 	 	15,576	 	 	 	100	%



 


 


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