Exhibit
10.11 


 


SUBSCRIPTION
AGREEMENT


 


THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of June 22, 2020 (“Date of Signing”), by
and between Nanomedic Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”)
and the investors listed on Exhibit A attached hereto (the “Investor(s)” and together with
the Company, the “Parties” ).


 


	WHEREAS	The
    Board of Directors of the Company (the “Board”) has determined that it is  in the best interests
    of the Company to raise from the Investors an amount of up to US$ 2,193,294 (the “Investment Amount”), through
    the issuance of Preferred Al Shares, with no par value (the “Preferred Al Shares”) at a price per share
    of US$2.43 (the “PPS”); and


 


	WHEREAS	the
    Investors wish to invest the Investment Amount in the Company, pursuant to the terms and conditions detailed in this Agreement;


 


NOW
THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations,
warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:


 


1.
THE TRANSACTION


 


		1.1.	Sale
                                         and Issuance of Preferred Al Shares to the Investor



 


Subject
to the terms and conditions of this Agreement, at the Closing (defined below), the Company shall sell and issue to the Investors,
and the Investors shall purchase from the Company, up to an aggregate of 902,590 Preferred Al Shares (the “Purchased
Shares”), at the PPS, to be allocated to each Investor as set forth in Exhibit A. A capitalization table
depicting the fully diluted holdings immediately following the investment of the Investment Amount is attached hereto as Exhibit
B.


 


		1.2.	Closing
                                         of Issue and Purchase.



 


The
issuance and allotment of the Purchased Shares by the Company to the Investors and the purchase of the Purchased Shares by the
Investor and the registration of the Purchased Shares in the name of the Investors in the shareholders register of the Company
(the “Closing”) shall take place at a date as shall be designated by the Company, but not later than 21 days
as of the date hereof (the “Closing Date”).


 


On
or before the Closing Date, the Investor shall transfer its respective part of the Investment Amount (as set forth next to such
Investor’s name in Exhibit A, to a bank account designated in writing by the Company. Payment shall be made
in US$ only, and the Investor shall bear all wiring costs.


 


		1.3.	Warrant



 


Subject
to the terms and conditions of this Agreement, at the Closing, the Company shall grant each Investor a Warrant, exercisable during
the Warrant Period (defined below) to purchase additional Preferred Al Shares for an aggregate investment amount (for all Investors)
equal to 50% of the actual investment amount hereunder (the “Warrant” and “Warrant Shares”
respectively) against payment by the Investors to the Company of a purchase price per share of US$4.41 (the “Warrant
Share Price”), all under the terms and conditions set forth in the warrant agreement attached hereto as Exhibit
C (the “Warrant Agreement”). For the purpose hereof, the “Warrant Period” shall
mean a period commencing upon grant of the Warrant to the Investor and expiring upon the earlier of (l) the lapse of 48 months
from the grant of the Warrant; (2) immediately prior to an M&A (as defined in the Warrant Agreement) and (3) immediately prior
to an IPO (as defined in the Warrant Agreement), all under the terms and conditions set forth in the Warrant Agreement.


 




    	 



    	2



    

 


2.
DELIVERABLES AT & CONDITIONS TO CLOSING


 


		2.1.	Deliveries
                                         and Transactions at the Closing.



 


At
the Closing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any
document delivered until all such transactions have been completed and all such required documents delivered):


 


		2.1.1.	Actions
                                         by the Company. The Company shall deliver to the Investor copies of:



 


		2.1.1.1.	a
                                         resolution of the Company’s Board, in the form attached hereto as Schedule
                                         2.1.1.1 by which, inter alia: (a) the execution, delivery and performance of
                                         this Agreement, the IRA (as defined below) and all documents and agreements ancillary
                                         to such agreements to which the Company is a party (collectively, the “Transaction
                                         Documents”) shall be approved; (b) the Purchased Shares shall be issued to
                                         the Investors (subject to their respective payment of the applicable Purchase Price);;
                                         and



 


		2.1.1.2.	resolution
                                         of the Company’s shareholders in the form attached hereto as Schedule 2.1.1.2,
                                         by which, inter alia: (a) the Preferred Al Shares shall be created; (b) the Articles
                                         of Association of the Company shall be replaced with the Amended and Restated Articles
                                         of Association in the form attached hereto as Schedule 2.1.1.2(ii) (the
                                         “Amended Articles”); and (c) the execution, delivery and performance
                                         by the Company of the Transaction Documents, shall be approved; and



 


		2.1.1.3.	Waiver
                                         by all Eligible Shareholders of preemptive rights to which they are entitled to with
                                         respect to all securities issued hereunder and, in the event such Eligible Shareholder
                                         exercised it’s preemptive rights under the Rights Notice sent by the Company on
                                         June 10, 2020 (the “Previous Rights Notice”), consent to the termination
                                         of such offer by the Company and the acceptance and exercise by such Eligible Shareholder
                                         under the Previous Rights Notice.



 


		2.1.1.4.	Transfer
                                         of Funds. The Closing shall not occur until the Investors have paid
                                         all of the Investment Amount as set forth in Exhibit A attached hereto
                                         to the Company.



 


		2.1.2.	Actions
                                         by the Investors. The Investors shall transfer the entire investment amount as
                                         set forth next to each Investor’s name in Exhibit A, within 21 from the
                                         date hereof.



 


		2.1.3.	Actions
                                         by the Company and the Investors. the Company and the Investors shall execute,
                                         deliver and perform the Amended IRA attached hereto as Schedule 2.1.3 (the “IRA”).



 




    	 



    	3



    

 


	3.	MISCELLANEOUS.
                                         (i) Applicable Law. This Agreement shall be governed by and construed
                                         in accordance with the laws of the State of Israel (without giving effect to any applicable
                                         conflict of laws provisions), and the Parties hereby consent and submit to the exclusive
                                         jurisdiction of the competent court of the State of Israel in Tel-Aviv-Jaffa, over all
                                         matters relating to this Agreement; (ii) Counterparts. This Agreement may
                                         be executed in two or more counterparts, which may be delivered by facsimile transmission
                                         or by e-mail, each of which shall be deemed an original and enforceable against the parties
                                         actually executing such counterpart, and all of which when taken together shall constitute
                                         one and same instrument; (iii) Entire Agreement. This Agreement shall constitute
                                         the full and entire agreement, covenants, promises and understandings between the Parties
                                         hereto with respect to the subject matter herein, and supersede any and all prior agreements,
                                         understandings, promises and representations made by all or some of the Parties, whether
                                         written or oral; (iv) Amendment & Waivers. Any term of this Agreement
                                         may be amended and the severance of any term of this Agreement may be waived (either
                                         generally or in a particular instance and either retroactively or prospectively) by the
                                         written consent of the Company and the Investor who placed the majority portion of the
                                         Investment Amount. Any amendment or waiver effectuated in accordance with this paragraph
                                         shall be binding upon the Parties hereto; (v) Notices. All notices and
                                         other communications made pursuant to this Agreement shall be in writing and shall be
                                         conclusively deemed to have been duly given: (a) on the next business day after delivery
                                         if hand delivered; (b) on the next business day, if delivered by registered mail; (c)
                                         on the date of transmission if delivered by facsimile or email, except if message of
                                         notification failure was received. Schedule A hereto provides the contact
                                         details of the parties hereto, unless notified otherwise; (vi) Further Actions.
                                         At any time and from time to time, each Party agrees, without further consideration,
                                         to take such actions and to execute and deliver such documents, as may be reasonably
                                         necessary to effectuate the purposes of this Agreement; (vii) Severability.
                                         In case any provision of the Agreement shall be invalid, illegal or unenforceable,
                                         the validity, legality and enforceability of the remaining provisions shall not in any
                                         way be affected or impaired thereby; (viii) Assignments and Transfers.
                                         This Agreement and the rights and obligations of the Parties hereunder shall inure to
                                         the benefit of, and be binding upon, their respective successors, assigns and legal representatives,
                                         but shall not otherwise be for the benefit of any third party.









 


IN
WITNESS WHEREOF, the Parties hereto have executed this Subscription Agreement on the date first above written.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 



    	4



    

 


 





 


	

    For
    the Investors:
	 
	 	 
		 


 


TechCare
Corp.


 


(ticker:
TECR) (Delaware company file number: 4828771)


(in
process of changing name to Citrine Global Corp.)


 


By
Ian Ben Ishay and Ora Meir Soffer


 




    	 



    	 



    




 


Exhibit
A


 


	Investor	 	I.D/Company
    No.	 	 	Address	 	 	Investment
                                         Amount

                                                                                 (US$)
                                         
 
	 	 	Number
                                         of Preferred Al Shares 
 
	 
	TechCare
    Corp.	 	 	4828771	 	 	 	     	 	 	 	450,000	 	 	 	185,185	 



 




    	 



    	 



    




 


WARRANT


 


Dated
June 22 2020.





To
purchase up to an aggregate of





51,020
Preferred Al Shares out of the issued and


outstanding
share capital (subject to adjustment) of





Nanomedic
Technologies Ltd., (“Nanomedic” or the “Company”)





at
the Exercise Price as detailed below


 


This
is to certify that, TechCare Corp. (the “Holder”) is entitled to purchase, during the Exercise Period (defined
below), subject to the provisions of this Warrant, from the Company, up to an aggregate of 51,020 fully paid and non-assessable
Preferred Al Shares (as defined below) of the Company at an exercise price per share equal to the Exercise Price as defined below;
all subject to the terms and conditions set forth below.


 


For
the purpose hereto “Preferred Al Shares” or “Warrant Shares” shall mean Preferred Al Shares of
the Company.


 


“Exercise
period” shall mean a period commencing on the date hereof (the “Grant Date”) and until the earlier
of: (I) a period of Forty Eight (48) months from the date hereof; (II) immediately before the consummation of the closing
of the Company’s offering of its shares to the public pursuant to a registration statement under relevant securities laws
of the relevant jurisdiction; or (ID) (a) in the event of a consolidation, merger or reorganization of the Company with
or into, or a sale of all or substantially all of the Company’s assets, or substantially all of the Company’s issued
and outstanding shares, to any other Company, or any other entity or person; or (b) in the event that pursuant to a transaction
or series of transactions a person or entity acquires fifty percent (50%) or more of the issued and outstanding shares of the
Company .


 


“Exercise
Price” shall mean, US$4.4 l per share.


 


		1.	Exercise
                                         of Warrant



 


		(a)	Exercise.
                                         Subject to the provisions hereof, this Warrant may be exercised in whole or in part.



 


		(b)	This
                                         Warrant shall be exercised by presentation and surrender hereof to the Company at the
                                         principal office of the Company or at such other place as is designated in writing by
                                         the Company, accompanied by: (i) a written notice of exercise in the form attached hereto
                                         as Exhibit l(b); (ii) payment to the Company, for the account of the Company,
                                         in an amount equal to the Exercise Price multiplied by the number of Warrant Shares specified
                                         in such notice. The Exercise Price for the number of Warrant Shares specified in the
                                         notice shall be payable in immediately available good funds.



 


		(c)	Issuance
                                         of the Warrant Shares. Within 7 business days following presentation and surrender of
                                         the notice of exercise accompanied by the payment of the applicable Exercise Price pursuant
                                         to Section 1(b), the Company shall issue promptly to the Holder the Warrant Shares to
                                         which the Holder is entitled. Upon receipt by the Company of the notice of exercise and
                                         the Exercise Price, the Holder shall be deemed to be the Holder of the shares issuable
                                         upon such exercise, notwithstanding that the share transfer books of the Company shall
                                         then be closed and that certificates representing such shares shall not then be actually
                                         delivered to the Holder.



 


		2.	Exchange
                                         or Loss of Warrant. Upon receipt by the Company of evidence reasonably satisfactory
                                         to it of the loss, theft, destruction or mutilation of this Warrant, and upon 



 




    	 



    	 



    

 


		3.	Adjustment.
                                         The number of Warrant Shares purchasable upon the exercise of this Warrant and
                                         the applicable Exercise Price shall be subject to adjustment from time to time or upon
                                         exercise, as provided in this Section 4:



 


		(a)	Consolidation
                                         and Division. If the Company consolidates the type of securities constituting the
                                         Warrant Shares into shares of greater nominal value, or subdivides them into shares of
                                         lesser nominal value, the number of Warrant Shares to be allotted on exercise of this
                                         Warrant after such consolidation or subdivision will proportionately be reduced or increased,
                                         as the case may be, such increase or decrease, as the case may be, to become effective
                                         immediately after the opening of business on the day following the day upon which such
                                         subdivision or combination becomes effective, and in each case the Exercise Price shall
                                         be adjusted appropriately. In the event of fractional shares after calculation of such
                                         consolidation or division, the number of Warrant Shares to be issued shall be rounded
                                         to the nearest whole share.



 


		(b)	Bonus
                                         Shares. In the event of a distribution of bonus shares prior to the end of the
                                         Option Period, this Warrant shall represent the right to acquire, in addition to the
                                         number of Warrant Shares indicated in the caption of this Warrant, and without payment
                                         of any additional consideration therefor, the amount of such bonus shares to which the
                                         Holder hereof would have been entitled had this Warrant been exercised prior to the distribution
                                         of the bonus shares.



 


		(c)	Share
                                         Swap. Insofar as the Company is party to a share swap agreement or arrangement, such
                                         as a merger or reorganization (the “Share Swap”), in which an offer
                                         is made to the Company’s shareholders to swap their shares for, or otherwise the
                                         Company’s shareholders are entitled to receive in respect of their shares, securities
                                         of some other corporation, the Company shall require the other corporation to undertake
                                         to allot to the Holder, upon the exercise of this Warrant, such securities as were swapped
                                         for, or which the shareholders otherwise become entitled to receive in respect of the
                                         shares of the Company, as though the Holder had held the Warrant Shares on the record
                                         date of the Share Swap.



 


		(d)	Reclassification.
                                         In the event the Warrant Shares shall be changed into the same or a different number
                                         of shares of any other class or classes, whether by capital reorganization, reclassification
                                         or otherwise (other than a subdivision or combination of shares provided for above),
                                         the number of Warrant Shares issuable upon exercise hereof shall, concurrently with the
                                         effectiveness of such reorganization or reclassification, be proportionately adjusted
                                         such that the Warrant shall be exercisable into the number of shares of such other class
                                         or classes of shares to which the Holder would have been entitled if he had held the
                                         Warrant Shares issuable upon exercise of this Warrant immediately prior to such event.



 


		4.	Limitation
                                         on Transfer. This Warrant and the rights hereunder may not be assigned or transferred.



 


		5.	Notice.
                                         Whenever the number of Warrant Shares for which this Warrant is exercisable is
                                         adjusted as provided in Section 4 hereof, the Company shall promptly compute such adjustment
                                         and mail to the Holder at the last address provided to the Company in writing, a certificate
                                         duly executed by Company’s Chief Executive Officer, setting forth the number of
                                         Warrant Shares for which this Warrant is exercisable and the Exercise Price as a result
                                         of such adjustment, a brief statement of the facts requiring such adjustment, the computation
                                         thereof and when such adjustment has or will become effective.



 


		6.	Amendment.
                                         Any term of this Warrant may be amended only with the written consent of the Company
                                         and the Holder.



 




    	 



    	 



    

 


		7.	Governing
                                         Law. This Warrant shall be governed by, and interpreted in accordance with, the
                                         laws of the State of Israel, without giving effect to the rules respecting conflict of
                                         law, and the parties hereto irrevocably submit to the exclusive jurisdiction of the courts
                                         located in Tel Aviv-Jaffa in respect of any dispute or matter arising out of or connected
                                         with this Warrant.



 


		8.	Fractional
                                         shares. No fractional shares shall be issued upon exercise of the Warrant and
                                         the number of Warrant Shares to be issued shall be rounded to the nearest whole share.



 


		9.	Notice.
                                         All notices and other communications made pursuant to this Warrant shall be in writing
                                         to the addresses set forth below (as may be amended by written notice to the other party),
                                         and shall be conclusively deemed to have been duly given: (i) in the case of hand delivery
                                         to the address shown below, on the next business day after delivery; (ii) in the case
                                         of delivery by an internationally recognized overnight courier to the address set forth
                                         below, freight prepaid, on the next business day after delivery; or (iii) in the case
                                         of a notice sent by facsimile transmission to the number, and addressed as, set forth
                                         below, on the next business day after delivery, if facsimile transmission is confirmed.









 





	Contact details:	 
	 	 
	If to the Company:	Nanomedic Technologies Ltd.
	 	 
	 	(Attn: Dr. Chen Barak, CEO)
	 	2 Yodfat St., Global Park, Lod, Israel.
	 	 
	 	With a copy to: 
	 	Adv. Ran Dimant
	 	Katzenell Dimant, Law Office
	 	89
        Medinat Ha-Yehudim St., P.O.B 4026, 

        Herzelia
        Pituach, 46140, Israel, Fax: +972-(0)9-9518666

	 	 
	If to the Holder:	to the address set forth  hereinabove.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective as of the
above written date


 








 




    	 



    	 



    

 


Exhibit
l(b) NOTICE


OF
EXERCISE


 


TO:
NANOMEDIC TECHNOLOGIES LTD.


 


(1)
The undersigned hereby elects to purchase _ _ _ _ _ _ _ _Preferred Al Shares (the “Exercised Shares”) of
NANOMEDIC TECHNOLOGIES LTD. (the “Company”), pursuant to the terms of the attached Warrant, and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.




 


(2)
Please issue a certificate or certificates representing said Exercised Shares in the name of the undersigned or in such other
name as is specified below:







 





 



 


(Name)


 





 









 


(Address)


 


	 	 
	Name:
    - - - - - - - - -	 
	 	 
	Date:-
    - - - - - - - - -	 


 




    	 



    	 



    

 


AMENDED
INVESTORS’ RIGHTS AGREEMENT








 


THIS
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of June 22 , 2020, by and among Nanomedic Technologies
Ltd., an Israeli company (the “Company”) and the parties identified in Exhibit A attached hereto (the
“Investors”).


 


WITNES
SETH:


 


WHEREAS,
the Company and certain of the Investors entered into a Series A Preferred Share Purchase Agreement , pursuant to which such Investors
have purchased Series A Preferred Shares of the Company and simultaneously executed an Investors Rights Agreement (the “Previous
IRA”); and


 


WHEREAS,
the Company and certain of the Investors entered into a Series A1 Preferred Share Subscription Agreement (the “Subscription
Agreement”) of even date herewith, pursuant to which such Investors have purchased Series Al Preferred Shares of the
Company.


 


WHEREAS,
the parties hereto agree to set forth certain matters regarding the ownership of the shares of the Company and to terminate and
replace the Previous IRA;


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties, intending to be legally bound,
hereby agree as follows:


 


		1.	Affirmative
                                         Covenants.



 


1.1
Delivery of Financial Statements. The Company shall deliver to OurCrowd (Investment in NanoMedic) L.P. (“OurCrowd”):


 


1.1.1.
As soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company,
a consolidated balance sheet of the Company as of the end of such year, and statements of income and statements of cash flow of
the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable
detail, and prepared in English in accordance with International Financing Reporting Procedures (“IFRS”) or
U.S. generally accepted accounting principles (“GAAP”); and 


 


1.1.2.
As soon as practicable, but in any event within sixty (60) days after the end of each of the first three quarters of each fiscal
year of the Company, an unaudited consolidated balance sheet of the Company as at the end of each such period and unaudited consolidated
statements of (i) income and (ii) cash flow of the Company for such period and, in the case of the first, second and third quarterly
periods, for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each
case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, United
States dollar-denominated and certified, by the chief financial officer (or if none, by the chief executive officer) of the Company
(on behalf of the Company and not in a personal capacity), that such financial statements were prepared in accordance with GAAP
or IFRS applied on a basis consistent with that of preceding periods and, except as otherwise stated therein, fairly present the
financial position of the Company as of their date subject to (x) there being no footnotes contained therein, and (y) changes
resulting from year-end audit adjustments;





 



    	 



    	 



    

 



1.2
OurCrowd Reports. In addition to the above, the Company shall deliver to OurCrowd:


 


1.2.1.
As soon as practicable, but in any event within 15 days after the end of each quarter financial performance estimates
pursuant to a quarterly report form attached as Schedule B hereto; and


 


1.3
Audit. In the event that the Company fails to comply with these information rights within the time frame set forth
above, OurCrowd may at its sole option engage a third party (such as an accountant) reasonably acceptable to the Company to gather
such information at the Company’s sole expense.


 


1.4
Additional Information. The
Company will permit the authorized representatives of OurCrowd full and free access, at all reasonable times, and upon reasonable
written prior notice not less than 10 calendar days and during normal business hours, to any of the properties of the Company,
including its books and records, and to discuss its affairs, finances and accounts with the Company’s officers and auditor,
for any purpose whatsoever; provided. however , that the Company shall not be obligated under this Section
1.4 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information
(unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company); or (ii) the disclosure
of which would adversely affect the attorney-client privilege between the Company and its counsel.


 


1.5
Annual Plan. The management of the Company shall establish annually a business plan and budget for the Company (the
“Annual Plan”), in consultation with the Board of Directors of the Company (the “Board”). The
Annual Plan for the following year shall be submitted to the Board for its approval (in accordance with the Articles of Association)
and shall be delivered to OurCrowd at least thirty (30) days prior to the first day of the year covered by such Annual
Plan.


 


1.6
Accounting. The Company will maintain and cause each of its Subsidiaries (as defined below) to maintain a system
of accounting established and administered in accordance with GAAP or IFRS consistently
applied, and will set aside on its books and cause each of its operating Subsidiaries
to set aside on its books all such proper reserves as shall be required by GAAP or IFRS.
For purposes of this Section 1.6 “Subsidiary” means any corporation or entity at least a majority of whose
voting securities are at the time owned by the Company, or by one or more Subsidiaries, or by the Company and one or more Subsidiaries.


 


1.7
Proprietary Information and Non-Competition Agreements. The Company will not employ, or continue to employ, any
person who will have access to confidential information with respect to the Company and its operations unless such person has
executed and delivered a Proprietary Information and Non-Competition Agreement in accordance with the policy adopted by the Board.


 


1.8
Confidentiality. OurCrowd agrees that any information obtained pursuant to Sections 1.1- 1.5 will not be disclosed
or used for any purposes (other than to monitor its investment in the Company in accordance with the terms hereof), including
notice of the Company’s intention to file a registration statement without the prior written consent of the Company.


 




    	 



    	 



    

 


1.9
Termination of Financial Information Rights. The Company’ s obligation
to deliver the financial statements and other information under Sections 1.1 - 1.5 shall
terminate and shall be of no further force or effect during the period starting with sixty (60) days prior to the Company’s
good faith estimate of the date of filing of a registration statement under the United States Securities Act of 1933, as amended
(the “Securities Act”), or similar securities laws of another jurisdiction if the Company reasonably concludes
it must do so to comply with the rules and regulations applicable to such registration statement and related offering; provided
that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively
employing its commercially reasonable efforts to cause such registration statement to become effective. The information covenants
above in Section 1.1 - 1.5 shall terminate and be of no further effect whatsoever upon the earlier of (i) immediately before
the consummation of an IPO (as defined in Section 2.1.7), (ii) when the Company becomes subject to the reporting requirements
of Section 12(g) or 15(d) of The Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or (iii) Deemed
Liquidation Event (as defined in the Articles of Association of the Company.)


 


2.
Registration.


 


The
following provisions govern the registration of the Company’s securities:


 


2.1
Definitions. As used herein, the following terms have the following meanings:


 


2.1.1.
“Holder”  means any Investor holding the Company’s outstanding Registrable
Securities (as defined below) or shares convertible into Registrable Securities who is a party to this Agreement.


 


2.1.2.
“Form F-3” means Form F-3 under the Securities Act,
as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the
Securities and Exchange Commission (“SEC”) which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the SEC. 


 


2.1.3.
“Initiating Holders” means Holders holding a majority of the Registrable Securities, assuming for purposes
of such determination the conversion of all shares convertible into Registrable Securities. 


 


2.1.4.
“Preferred Shares” means Series A Preferred Shares and Series Al Preferred Shares of the Company. 


 


2.1.5.
“Register”, “registered” and “registration” refer to a registration effected
by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the SEC of effectiveness
of such registration statement, or the equivalent actions under the laws of another jurisdiction.


 


2.1.6.
“Rights Holder” each shareholder of the Company holding at least 3% of the Company’s fully diluted share
capital on an as-converted basis. 


 


2.1.7.
“Registrable Securities” means Ordinary Shares issuable or issued by the Company upon conversion of
the Preferred Shares, Ordinary Shares issued by the Company in respect of such shares and all Ordinary Shares that the Rights
Holders may hereafter purchase pursuant to their rights of first offer, rights of first refusal (as provided in the Company’s
Articles of Association) or Ordinary Shares issued upon conversion or exercise of other securities so purchased by the Rights
Holders; provided, however, that any share capital which could be distributed by the holder thereof (in accordance with applicable
law) within ninety (90) days pursuant to Rule 144 promulgated under the Securities Act without the registration of such share
capital shall not be deemed to be Registrable Securities. 


 


2.1.8.
“IPO” means the closing of the Company’s initial firm underwritten public offering of its Ordinary Shares
pursuant to an effective registration statement under the Securities Act, or similar securities law of another jurisdiction. 


 




    	 



    	 



    

 


2.2
Incidental (“Piggy Back”) Registration. If the Company at any time, beginning six (6) months after the
IPO and until the fifth anniversary thereof, proposes to register any of its securities for its own account, other than in a demand
registration under Section 2.3 or Section 2.4 of this Agreement or other than a registration relating to employee plans or registration
relating to corporate reorganization, or other transactions on Forms F-4 or any successor
form, or a registration on any registration form that
does not permit secondary· sales
or does not include substantially the same information statement covering the sale of the Registrable Securities, it shall give
notice to the Holders of such intention. Upon the written request of any Holder given within twenty (20) days after receipt of
any such notice, the Company shall include in such registration all of the Registrable Securities indicated in such request, so
as to permit the disposition of the shares so registered. Notwithstanding any other provision of this Section 2.2, if the managing
underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten,
then there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first
shares held by shareholders other than the Holders, then and only to the extent necessary, shares held by the Holders (pro rata
to the respective number of Registrable Securities required by such Holders to be included in the registration). The Company shall
have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of
such registration whether or not any Holder has elected to include securities in such registration, subject to the provisions
of Section 2.6 below.


 


2.3
Demand Registration. At any time beginning six (6) months following the closing of an IPO and until the fifth anniversary
thereof, the Initiating Holders may request in writing that all or part of the Registrable Securities shall be registered for
trading on any securities exchange or under any market system as to which any of the Company’s Ordinary Shares are then
admitted for trading. Any such demand must request the registration of shares in a reasonably estimated minimum amount of five
million United States dollars ($5,000,000). Within twenty (20) days after receipt of any such request, the Company shall give
written notice of such request to the other Holders, and shall include in such registration all Registrable Securities and Company’s
shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests
for inclusion therein within twenty (20) days after the receipt of the Company’s notice. Thereupon, the Company shall use
reasonable commercial efforts to effect the registration of all Registrable Securities as to which it has received requests for
registration for trading on the securities exchange specified in the request for registration. Notwithstanding any other provision
of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of
the number of shares to be underwritten, then there shall be excluded from such registration and underwriting, to the extent necessary
to satisfy such limitation, first shares held by shareholders other than the Holders, then and only to the extent necessary, shares
held by the Holders (pro rata to the respective number of Registrable Securities then held by the Holders participating in such
Registration). The Company may not cause any other registration of securities for sale for its own account (other than a registration
effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to this Section
2.3 and to become effective less than one hundred twenty (120) days after the effective date of any registration requested pursuant
to Section 2.3. The Company shall not be required to effect registration under this Section 2.3: (i) after the Company has effected
two (2) registrations under this Section 2.3; (ii) within a period of one hundred and eighty (180) days following the effective
date of a previous registration; (iii) in any particular jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration; (iv) during the period starting with the date sixty (60) days prior
to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following
the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith all commercially
reasonable efforts to cause such registration statement to become effective; or (v) if the Initiating Holders propose to dispose
of Registrable Securities that may be registered on Form F-3 pursuant to Section 2.4
hereof; or (vi) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for
a registration under this Section 2.3 to be effected at such time, the Company shall have the right to defer such registration
for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders under this
Section 2.3. 


 




    	 



    	 



    

 


2.4
Form F-3 (“Shelf’’) Registration. At any time beginning six (6) months following the closing of
an IPO and until the fifth anniversary thereof, in case the Company shall receive from any Holder or Holders a written request
or requests that the Company effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable
Securities where the aggregate net proceeds from the sale of such Registrable Securities equal to not less than one million United
States dollars ($1,000,000), the Company will within twenty (20) days after receipt
of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other
Holders, and include in such registration all Registrable Securities held by all such Holders who wish to participate in
such registration and provide the Company with written requests for inclusion therein within twenty (20) days after the receipt
of the Company’s notice. Thereupon, the Company shall make reasonable commercial efforts to effect such registration and
all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution
of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified
in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however,
that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section
2.4, (i) if Form F-3 is not available for such offering by the Holders; (ii) if the
Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good
faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for such Form F-3
registration statement to be effected at such time, in which event the Company shall have the right to defer the filing
of the Form F-3 registration statement for a period of not more than one hundred ninety (120) days after receipt of the request
of the Holder or Holders under this Section 2.4; (iii) if the Company has, within the twelve (12) month period preceding the date
of such request, already effected a registration on Form F-3 for the Holders pursuant
to this Section 2.4; (iv) during the period starting with the date sixty (60) days prior to the Company’s estimated date
of filing of, and ending on the date six (6) months immediately following the effective date of,
any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145
transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith reasonable
efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such
registration statement is made in good faith; or (v) in any particular jurisdiction
in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting
such registration, qualification or compliance.


 




    	 



    	 



    

 


2.5
Designation of Underwriter. (a)
In the case of any registration effected pursuant to Section 2.3 or 2.4, the Holders
that submitted the request for registration shall have the right to designate the managing underwriter(s) in any underwritten
offering, subject to the Company’s approval, which shall not be unreasonably withheld; and (b) in the case of any registration
initiated by the Company, the Company shall have the right to designate the managing underwriter in any underwritten offering.


 


2.6
Expenses. All expenses (other than underwriters discounts and commissions),
including the reasonable fees and expenses of one counsel for the Initiating Holders incurred in connection with any registration
under Section 2.2, Section 2.3 or Section 2.4 shall be borne by the Company; provided, however, that each of the Holders
participating in such registration shall pay its pro rata portion of discounts or commissions payable to any underwriter. Notwithstanding
the foregoing, the Company shall not be required to pay for any expenses of any registration
proceedings commenced pursuant to Section 2.3 or Section 2.4, if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear
such expenses pro rata based upon the number of Registrable Securities that were to be registered in the withdrawn registration)
and provided, however, that if at the time of such withdrawal, the Holders
have learned of a material adverse change in the condition or business of the Company not known to the Holders or the director
appointed by them at the time of their request for such registration and have withdrawn their request for registration with reasonable
promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses
and shall retain their rights pursuant to this Section 2.6.


 


2.7
Indemnities. In the event of any registered offering of Registrable Securities
pursuant to this Section 2: 


 


2.7.1.
The Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder whose Registrable Securities
or shares are included in the registration, and any underwriter for such Holder, and each person, if any, who controls the Holder
or such underwriter, from and against any and all losses, damages,
claims, liabilities, joint or several,
costs and expenses (including any amounts paid in any settlement effected with the Company’
s consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or
otherwise, insofar as such losses, damages,
claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the
prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading,
and the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter,
promptly upon written demand, for any reasonable legal
or any other expenses incurred
by them in connection
with investigating,
preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability,
action or proceeding; provided, however, that the Company will not be liable to any
Holder, underwriter or controlling person in any such case to the extent that any such loss, damage, liability, cost or expense
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity
with information furnished in writing by such Holder, such underwriter or such controlling persons claiming for indemnification
in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter
of any of its due diligence obligation; provided, further, that the indemnity agreement
contained in this subsection 2.7.I shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the selling shareholder, the underwriter or any controlling
person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling
shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder.


 




    	 



    	 



    

 


2.7.2.
Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder
and his or her intended method of distribution of Registrable Securities or shares as the Company may reasonably request and will
indemnify and hold harmless the Company, each of its directors, officers, any underwriter for the Company, any other person participating
in the distribution and each person, if any, who controls the Company, such underwriter, or such other person from and against
any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with
the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter may become
subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in
respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact
contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances in which they were made, not misleading, but, in each case, only to the extent of such information
relating to such Holder and provided in writing by such Holder, and each such Holder
will reimburse the Company each of its directors, officers, any underwriter, any other person participating in the distribution
and each such controlling person of the Company, any underwriter or other person, promptly upon demand, for any reasonable legal
or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as
a third-party witness in connection with such loss, claim, damage, liability, action
or proceeding; in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information
furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement shall be individual and several
by each Holder; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due
diligence obligations: provided, further, that the indemnity agreement contained in this subsection 2.7.2
shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is
effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld. In no event
shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.


 




    	 



    	 



    

 


2.7.3.
Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.7.1 or 2.7.2 of notice of the commencement
of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof
is to be made against the indemnifying party pursuant to the provisions of said Section 2.7.1 or 2.7.2, promptly notify the indemnifying
party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party hereunder unless the failure to give such notice is materially prejudicial to an indemnifying
party’s ability to defend such action. In case such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified
party and the indemnifying party and the indemnified party reasonably believes that there is a conflict of interests which would
prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall
have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party
or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 2.7.1
or 2.7.2 for any legal or other expense subsequently incurred by such indemnified
party in connection with the defense thereof, unless (i) the indemnified party shall
have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the
notice of the commencement of the action and within 15 days after written notice of the indemnified party’s intention to
employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment
or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect to such claim or litigation. The failure to give notice to the
indemnifying party within a reasonable time of the commencement of any action of which the indemnified party is aware shall relieve
the indemnifying party of any liability to the indemnified party under Section 2.7.1 and 2.7.2
to the extent that such failure materially prejudices the indemnifying party’
s ability to adequately defend such action,


 


2.7.4.
If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities
and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration.
In determining the amount of contribution to which the respective parties are entitled,
there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to
which the claim was asserted, the opportunity to correct and prevent any statement
or omission, and any other equitable considerations appropriate under the circumstances. In no event shall the liability of a
Holder exceed the net proceeds from the offering received by such Holder.


 


2.7.5.
The rights and obligations of the Company and the Holder under this Section 2.7 shall
survive completion of the applicable registration. 


 


2.8
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as possible:


 


2.8.1.
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable commercial
efforts to cause such registration statement to become effective, and,
upon the request of the holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period of
up to nine (9) months or, if sooner, until the distribution contemplated in the Registration Statement has been completed.


 


2.8.2.
prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all Registrable Securities covered by
such registration statement.


 




    	 



    	 



    

 


2.8.3.
furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


 


2.8.4.
in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.


 


2.8.5.
notify each holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto
is required to be delivered under the Act of the happening of any event that comes to its knowledge, as a result of which the
prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.


 


2.8.6.
cause all Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed;


 


2.8.7.
provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of such registration.


 


2.8.8.
furnish, to the extent permitted under SEC rules and regulations, at the request of any Holder requesting registration of Registrable
Securities pursuant to this Section 2 at such Holder’s expense, on the date that such Registrable Securities are delivered
to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with
respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter
dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given
by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities.


 


2.9
Information by Holder; No Delay. Each selling Holder shall furnish to the Company such information regarding such
Holder, the Registrable Securities held by them and the intended method of disposition of such securities and any other relevant
information as the Company may reasonably request in writing to timely effect the registration of their Registrable Securities.
If any Holder does not provide any reasonably requested information promptly but no later than within ten (10) days of the request,
the Company is authorized to not register such Holder’s securities without penalty. No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise
with respect to the interpretation or implementation of this Section 2.


 




    	 



    	 



    

 


2.10
Assignment of Registration Rights. Any of the Holders may assign its rights to cause the Company to register Shares
pursuant to this Section 2 to a transferee of all or any part of its Registrable Securities, provided that such transfer or assignment
is made pursuant to the provisions of the Articles of Association of the Company and that the Company is given prior written notice
of such assignment, stating the name and address of such transferee and the securities with respect to which such registration
rights are being assigned, and the transferee’s written agreement to be bound by this Section 2. Notwithstanding the foregoing,
no assignment shall be made to a competitor or a potential competitor of the Company, as such determination is made by the Company
in the exercise of its reasonable discretion.


 


2.11
Lock-Up. Each holder will not, without the prior written consent of the managing underwriter, during the period
commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing
underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly,
any Registrable Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of the Registrable Securities, whether any such transaction described in clause (i)
or (ii) above is to be settled by delivery of Registrable Securities or such other securities, in cash or otherwise; provided
that such obligation shall only apply where the officers, directors of the Company and other shareholders who hold at least one
percent (1%) of the issued and outstanding capital are similarly bound and any release from such “lock-up” will be
on a pro rata basis among all shareholders of the Company. The underwriters in connection
with the registration statement so filed are intended third party beneficiaries of this Section 2.11 and shall have the right,
power and authority to enforce the provisions hereof as though they were a party hereto.


 


2.12
Public Information. At any time and from time to time after the earlier of the close of business on such date as
(a) a registration statement filed by the Company under the Securities Act becomes effective, (b) the Company registers a class
of securities under Section 12 of the United States Securities Exchange Act of 1934, as amended, or any federal statute or code
which is a successor thereto, or (c) the Company issues an offering circular meeting
the requirements of Regulation A under the Securities Act, the Company shall undertake to make publicly available pursuant to
Rule 144, such information as is necessary to enable the Rights Holder to make sales of Registrable Securities pursuant to that
Rule. The Company shall comply with the then current public information requirements of Rule 144 and shall furnish thereafter
to the Rights Holder, upon request, a written statement executed by the Company as to the steps it has taken to so comply.


 


2.13
Termination of Registration Rights. Notwithstanding anything to the contrary herein, the Company’s
obligations under this Section 2 shall terminate and shall be of no further force or effect upon the earlier of (i) the
fifth anniversary of the consummation of the IPO, or (ii) upon a Deemed Liquidation Event (iii) when the Registrable Securities
are distributable within ninety (90) days pursuant to Rule 144 promulgated under the Securities Act.


 


2.14
Legends. All certificates representing any shares of the Company shall have endorsed thereon a legend to substantially
the following effect:


 


“THE
SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY ORDINARY SHARES INTO WHICH SUCH SECURITES ARE CONVERTIBLE
IS SUBJECT TO THE TERMS AND CONDITIONS OF THE COMPANY’S ARTICLES OF ASSOCIATION, AS AMENDED FROM TIME TO TIME AND ANY AGREEMENT
BY AND AMONG THE HOLDER HEREOF AND THE COMPANY. A COPY OF SUCH AGREEMENTS IS ON FILE AT THE COMPANY’S PRINCIPAL PLACE OF
BUSINESS.”


 




    	 



    	 



    

 


3.
Miscellaneous.


 


3.1
Further Assurances. Each of the parties hereto shall perform such further
acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of
this Agreement and the intentions of the parties as reflected thereby. 


 


3.2
Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Israel, without
regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be exclusively
resolved in the competent court for Tel Aviv-Jaffa district, and each of the parties hereby submits irrevocably to the jurisdiction
of such court. 


 


3.3
Successors and Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and
shall inure to the benefit of and be enforceable by each person that is a Permitted Transferee (as such term is defined in the
Articles of Association of the Company) of Preferred Shares of the Rights Holders and who is holder of the Preferred Shares from
time to time. Subject to this Section 3.3 below, none of the rights, privileges, or
obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent
in writing of each party to this Agreement, with the exception of (a) assignments
and transfers from the Rights Holders to any Permitted Transferees (as such term is defined in the Articles of Association of
the Company (and back) one or more times, and (b) transfers of all or part of the Registrable Securities held by any Holder to
a transferee pursuant to Section 2.10. In the case that a Rights Holders transfers its rights, privileges, or obligations to any
Permitted Transferee and such Permitted Transferee ceases to be a Permitted Transferee, the Permitted Transferee must transfer
its rights, privileges, or obligations back to such Rights Holders or to any other Permitted Transferee prior to such event. 


 


3.4
Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding
and agreement between the parties with regard to the subject matters hereof and thereof and supersede all prior agreements, understandings,
promises, representations and warranties made by all or any of the parties hereto with respect to such subject matters and amends
and restates in its entirety the Prior Agreement. The Previous IRA is hereby terminated. Any term of this Agreement may be amended
and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular
instance) with the written consent of the Company and Rights Holders holding a majority of the Preferred Shares who are a party
hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each party hereto.


 


3.5
Notices, etc. All notices and other communications required or permitted hereunder to be given to a party to this
Agreement shall be in writing and shall be sent by email, facsimile or mailed by registered, electronic or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed to such party’s address as set forth below or at such
other address as the party shall have furnished to each other party in writing in accordance with this provision:


 




    	 



    	 



    

 


If
to the Company:


 


with
a copy to:


 


If
to the Rights Holders to the addresses appearing in Schedule A


 


or
such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice
sent in accordance with this Section 3.5 shall be effective (i) if mailed, five (5) business days after mailing, (ii) if sent
by messenger, upon delivery, and (iii) if sent via email or facsimile, upon transmission and electronic confirmation of receipt
or, if transmitted and received on a non-business day, on the first business day following transmission and electronic confirmation
of receipt (provided, however, that any notice of change of address shall only be valid upon receipt).


 


3.6
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any
breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or
otherwise afforded to any of the parties, shall be cumulative and not alternative.


 


3.7
Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement
and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance
with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest
extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by
such court of competent jurisdiction. 


 


3.8
Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of
which together shall constitute one and the same instrument. 


 


3.9
Aggregation of Shares. All Preferred Shares held or acquired by persons or entities that are Permitted Transferees
(as such term is defined in the Company’s Articles of Association) of each other shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement. 


 


[Remainder
of page intentionally left blank.]


 




    	 



    	 



    

 


[Signatures
page to Investors’ Rights Agreement]


 


IN
WITNESS WHEREOF the parties have signed this Investors’ Rights Agreement as of the date first hereinabove set forth.


 


THE
COMPANY:


 











 




    	 



    	 



    

 


EXHIBIT
A


 


Rights
Holders


 


	Name	 	Address	 	Signature
	Nicast Ltd.	 	 	 	 
	 	 	 	 	 
	Om-Maya Ltd.	 	 	 	 
	 	 	 	 	 
	TechCare
        Corp. (ticker: TECR)

    (in
    process of changing name to Citrine Global Corp.)
	 	 	 	Ilan
        Ben Ishay

    Ora
    Meir Soffer-

	 	 	 	 	 
	Itzik Samish	 	 	 	 
	 	 	 	 	 
	Avi Avni	 	 	 	 
	 	 	 	 	 
	Yossi Petrover	 	 	 	 
	 	 	 	 	 
	Bangkok Bank Public Company Limited	 	 	 	 
	 	 	 	 	 
	Jarrod p Kaufman	 	 	 	 
	 	 	 	 	 
	Haya L Kaufman	 	 	 	 
	 	 	 	 	 
	OurCrowd (Investment in Nanomedic) L.P.	 	 	 	 
	 	 	 	 	 
	OurCrowd 50 II L.P.	 	 	 	 
	 	 	 	 	 
	OurCrowd International Investment ill L.P.	 	 	 	 
	 	 	 	 	 
	OurCrowd Squared II, L.P.	 	 	 	 


 




    	 



    	 



    

 


SCHEDULE
B


 


Financial
Performance Estimates