EXHIBIT 10.2



 


SERIES
B PREFERRED SHARE PURCHASE AGREEMENT


 


This
Series B Preferred SHARE Purchase Agreement is made as of October
19th, 2014 (the “Agreement”), by and between Spondoolies Tech Ltd., an Israeli company, having its registered
address at 1 Leshem St., Kiryat Gat, 8258401, Israel (the “Company”), and the Investors listed in Schedule
I (together, the “Investors” and each, an “Investor”).


 


RECITALS


 


WHEREAS,
the Company wishes to raise an aggregate amount of US$10,200,000 (the “Investment Amount”) in consideration
for 197,827 Series B Preferred Shares of the Company, nominal value NIS0.01 each (the “Preferred B Shares”),
at a price of US$51.56 per each Preferred B Share (the “Price per Share”), pursuant to the terms and conditions
more fully set forth in this Agreement and all schedules and exhibits thereto (the “Ancillary Documents”; all
references to the Agreement herein, shall include the Agreement and the Ancillary Documents);


 


WHEREAS,
the Investors wish to severally invest in the Company the Investment Amount (as defined below) in consideration for Preferred
B Shares, pursuant to the terms and conditions set forth in this Agreement;


 


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


 


	1.	Definitions



 


		1.1	“Board”
                                         shall mean the Board of Directors of the Company.
	 	 	 
		1.2	“Business
                                         Day” shall mean any day on which banks in Israel are open and execute foreign
                                         exchange transactions.
	 	 	 
		1.3	“Fully
                                         Diluted Basis” shall mean issued and outstanding share capital of the Company,
                                         after giving effect to the conversion and exercise of all convertible securities, options
                                         and warrants (whether allocated or unallocated, vested or unvested and including any
                                         promised options whether or not granted), and securities that may be issued upon conversion
                                         of shares, as well as all other rights of any kind to acquire shares of the Company,
                                         and including a reservation of additional Ordinary Shares (as defined below) representing
                                         5.5% of the Company’s post-money option pool on a Fully-Diluted Basis for issuance
                                         under the ESOP (as defined below).
	 	 	 
		1.4	“Founders”
                                         shall mean Guy Corem, Israeli ID number 032365595, Jakov Levin, Israeli
                                         ID number 022417240, Yoram Teichman, Israeli ID number 024422784, Zvi Shteingart,
                                         Israeli ID number 303619316, Assaf Gilboa, Israeli ID number 029389251 and Harel
                                         Shvarzberg Israeli ID number 034115758 (each a “Founder”),
	 	 	 
		1.5	“Intellectual
                                         Property” shall mean any intellectual property and proprietary rights and processes,
                                         including, without limitation, any and all (i) Know-How; (ii) patents, whether or not
                                         registered, and all pending applications for registration of the same; (iii) trademarks,
                                         trade names, service marks, mask works, designs, layouts, logos, trade dress, and trade
                                         styles, whether or not registered, and all pending applications for registration of the
                                         same (if applicable); (iv) copyrights, whether or not registered, and all pending applications
                                         for registration of the same; (v) Software; (vi) domain names, Internet and World Wide
                                         Web URLs or addresses; (vii) trade secrets; (viii) goodwill associated with or attributable
                                         to the Company and/or to the business thereof; (ix) customer lists, supplier lists, databases
                                         and data collections and any rights therein, whether or not registered, and all pending
                                         applications for registration of the same; (x) any work of authorship, moral and economic
                                         rights of authors and inventors, however denominated, and any similar or equivalent rights
                                         to any of the foregoing, any tangible embodiments of the foregoing; and (xi) any licenses
                                         and rights with respect to any of the foregoing.



 




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	 	1.6	“Know-How”
                                         shall mean any know-how, innovations, inventions (whether patentable or not), Service
                                         Inventions (as defined in Section 132 of the Israeli Patent Law, 1967), invention disclosures,
                                         drawings, technology, technical information, proprietary processes and formulas, research
                                         records, market analysis, and other confidential and proprietary information and
                                         procedures regarding the business and operations of the Company of any kind, sort or
                                         form whatsoever, including, without limitation, data, in text or visual format, and electronically
                                         or optically retrievable information, including, inter alia, video tape or computer
                                         disk, other data storage media, or hard paper copy relating to any of the above in connection
                                         with the business or operations of the Company.
	 	 	 
	 	1.7	“Liens”
                                         shall mean any liens, mortgages, pledges, encumbrances, security interests, charges,
                                         options, preemptive rights or transfer or other restrictions or other claims or any other
                                         third party’s rights, of any kind, form or nature whatsoever.
	 	 	 
	 	1.8	“Permitted
                                         Transferee” as defined in the Amended AOA (as defined below).
	 	 	 
	 	1.9	“Person”
                                         shall mean an individual, corporation, partnership, joint venture, trust, or any other
                                         corporate entity.
	 	 	 
	 	1.10	“Related
                                         Party” shall mean any director, officer (or any person actually serving in
                                         the position of officer, whatever his title may be) or shareholder of the Company (and
                                         any Permitted Transferee of any of the foregoing).
	 	 	 
	 	1.11	“Shareholder”
                                         shall mean any of the Founders, the Investors or any other Person holding shares of the
                                         Company at the date of this Agreement and registered in the register of shareholders
                                         of the Company and in the Cap Table attached hereto as Schedule 4.2.1.



 




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		1.12	“Software”
                                         shall mean (i) any and all computer programs and other computer numerical control applications
                                         and any improvements thereof, and (ii) all associated algorithms, data and compilations
                                         of data, regardless of their form or embodiment, including in each case, without limitation,
                                         all source code, object code and natural language code therefor, all versions thereof,
                                         all screen displays and designs thereof, all component modules, all specifications, descriptions,
                                         flow-charts, programmer notes, firmware, development tools, files, records, updates,
                                         internet domains and technical data and work product used to design, plan, organize and
                                         develop any of the foregoing, all documentation, including, without limitation, user
                                         manuals and training materials, relating to any of the foregoing, and all rights in prototypes
                                         and other devices.
	 	 	 
		1.13	“Transaction
                                         Documents” shall mean this Agreement (together with all its schedules and exhibits),
                                         the Amended AOA and the Ancillary Documents.



 





	2.	The
                                         Transaction



 


		2.1	Authorization.
                                         The Board has duly authorized the sale of an aggregate of 197,827 Preferred B Shares
                                         to the Investors (the “Purchased Shares”) to be issued and allotted
                                         to the Investors at the Closing as detailed in Schedule I hereto. The Purchased
                                         Shares shall have the same rights, restrictions, privileges and preferences as set forth
                                         in the Company’s Articles of Association, as amended, restated and duly adopted
                                         by the Company as of the date hereof, in the form attached to this Agreement as Exhibit
                                         A (the “Amended AOA”).
	 	 	 
		2.2	Sale
                                         and Purchase of the Purchased Shares. Subject to the terms and conditions hereof,
                                         at the Closing (as defined below), each Investor, severally and not jointly, will purchase
                                         from the Company and the Company will issue, the applicable portion of the Purchased
                                         Shares, in consideration for the applicable portion of the Investment Amount, all as
                                         set out opposite each Investor's name in Schedule I attached hereto.



	3.	Closings



 


		3.1	First
                                         Closing. Subject to the fulfillment of the conditions precedent set forth in Section
                                         ‎6.1 and 7 hereof (the “Conditions Precedent”), any or all of
                                         which may be waived in writing by the Company or by Majority Investors (as defined below),
                                         as applicable and provided therein, at the First Closing, the Company shall sell and
                                         issue and allot the Investors listed in Schedule I attached hereto, such
                                         number of Preferred B Shares as listed opposite to each such Investor, and in the aggregate
                                         amount of 101,144 Preferred B Shares (the “First Closing Shares”),
                                         in consideration of US$51.56 per Preferred B Share (the “PPS”) and
                                         US$5,215,000 in the aggregate (the “First Closing Investment Amount”)
                                         (the “First Closing”). The First Closing shall be held by electronic
                                         exchange of documents not later than 7 days as of the date hereof, unless agreed otherwise
                                         by the Company and the Investors placing at least 60% of the First Closing Investment
                                         Amount (the “Majority Investors”) (the “First Closing
                                         Date”), at the offices of Katzenell Dimant Frank, Law Offices, 89 Medinat Hayehudim
                                         St., Herzeliya, Israel.
	 	 	 
		3.2	Actions
                                         at First Closing. All actions to be taken and documents to be delivered at the First
                                         Closing (including those set forth in Section ‎7 below), shall be deemed to have
                                         been taken or delivered simultaneously, and none of them shall be deemed to have been
                                         taken or delivered until all others shall have been taken or delivered, all as applicable.
	 	 	 
		3.3	Deferred
                                         Closing(s).



 


The
Parties agree that, subject to the terms and conditions hereof, at one or more deferred closing(s) (the “Deferred Closing(s)”),
to take place not later than 30 (thirty) days following the First Closing Date (the “Deferred Closing Term”),
Additional Investors (which may be Investors or shareholders of the Company, provided that the identity of which, as well as the
approval of the Company's entering into a Deferred Closing, shall be approved by the Board of Directors) may join this Agreement
by execution of Joinder Agreements satisfactory to the Company, and invest up to an aggregate of US$4,985,000, at the PPS and
in consideration of up to 96,683 Preferred B Shares (the “Deferred Closing Shares” and together with the First
Closing Shares, the “Purchased Shares”); each Deferred Closing shall take place seven (7) Business Days after
the signing of the Joinder Agreement in the form attached hereto as Exhibit 3.3.1 (the “Deferred Closing Date”)
at the offices of Katzenell Dimant Law Offices, 89 Medinat HaYehudim Street, Herzliya, or such other place as the Company and
the Additional Investors shall mutually agree on.


 




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		3.4	Actions
                                         at Deferred Closing. All actions to be taken and documents to be delivered at each
                                         the Deferred Closing (including those set forth in Section 8 below), shall be deemed
                                         to have been taken or delivered simultaneously, and none of them shall be deemed to have
                                         been taken or delivered until all others shall have been taken or delivered, all as applicable.



 


	4.	Representations
                                         and Warranties of the Company



 


In
order to induce the Investors to purchase the Purchased Shares, except as set forth in the Company's disclosure schedule attached
hereto as Exhibit B (the “Disclosure Schedule”), the Company, represents and warrants to the
Investors, as of the date of this Agreement and as of the Closing Date, as follows:


 




		4.1	Organization
                                         and Authority; Subsidiaries. The Company is a corporation duly organized and validly
                                         existing under the laws of Israel. The Company has all requisite corporate power and
                                         authority to own and operate its properties and assets, and to carry on its business
                                         as heretofore conducted and as proposed to be conducted. The Company has all requisite
                                         power and authority to execute and deliver this Agreement, the other Transaction Documents
                                         and the other instruments contemplated hereby, or which are ancillary hereto and to consummate
                                         the transactions and perform its obligations contemplated hereby and thereby. The Company
                                         has not taken any action or failed to take any action, which action or failure would
                                         preclude or prevent the Company from conducting its business after the Closing in the
                                         manner heretofore conducted or as proposed to be conducted. The Second Amended and Restated
                                         Articles of Association of the Company as in effect immediately prior to the Closing
                                         (the “Previous AOA”) is attached hereto as Schedule 4.1.
                                         The Amended AOA have been duly and validly adopted, are in full force and effect and
                                         have not been amended or repealed. The Company has no direct or indirect subsidiaries
                                         or affiliated entities or any interest in any partnership, joint venture or other non-corporate
                                         business enterprise.



	 	4.2	Capitalization.



 


		4.2.1	Correct,
                                         true and complete copies of the pre and post-Closing capitalization table is attached
                                         hereto as Schedule ‎4.2.1 (the “Cap Table”), setting
                                         forth the number and class of shares held by each shareholder of the Company, the name
                                         and number of options held by each option-holder and the total number of reserved and
                                         granted/promised options and all other rights to subscribe for or purchase from the Company
                                         any equity/debt securities of the Company.



 




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		4.2.2	The
                                         authorized share capital of the Company prior to the First Closing and following to the
                                         amendment made to the share capital of the Company on the date hereof is NIS 10,000,
                                         divided into (i) 638,855 Ordinary Shares of the Company, nominal value NIS0.01 each (the
                                         “Ordinary Shares”), of which (a) 219,048 are issued and outstanding
                                         as of the Closing Date and prior to the issuance of any of the Purchased Shares; (b)
                                         46,996 shall have been reserved immediately prior to Closing Date for issuance to directors,
                                         officers, consultants, service providers and employees of the Company pursuant to share
                                         incentive plans or agreements that has been or may hereafter be approved by the Board
                                         (collectively, the “ESOP”); and (c) 361,145 are reserved for issuance
                                         to shareholders upon conversion of Preferred A Shares (as defined below) or Preferred
                                         B Shares, each in accordance with the Amended AOA; (ii) 163,318 Series A Preferred Shares
                                         of the Company, nominal value NIS 0.01 each, none of which are issued and outstanding;
                                         and (iii) 197,827 Preferred B Shares, none of which are issued and outstanding. All such
                                         issued and outstanding shares have been duly authorized and validly issued, and are fully
                                         paid and to the Company's knowledge, after due inquiry, free of all Liens. Except as
                                         set forth in the Cap Table and except as set forth in Section 4.2.2(ii) of
                                         the Disclosure Schedule, there are no share capital, options, warrants, convertible securities,
                                         preemptive rights or other similar rights or instruments, conversion privileges or other
                                         rights presently outstanding or reserved to subscribe for, purchase or otherwise acquire
                                         any shares or other equity/debt securities of the Company, and there are no contracts
                                         or binding commitments providing for the issuance of, or the granting of rights to acquire,
                                         any share capital of the Company or under which the Company is, or may become, obligated
                                         to issue any of its securities. The Company is not a party or subject to any agreement
                                         or understanding, and there is no agreement or understanding between any Persons, which
                                         affects or relates to the voting or giving of written consents with respect to any security
                                         or by any director of the Company. There are no outstanding contractual obligations of
                                         the Company to repurchase, redeem or otherwise acquire any outstanding shares of the
                                         Company or other ownership interest of the Company or to provide funds to, or make any
                                         investment (in a form of a loan, capital contribution or otherwise), in any other Person.
                                         Upon issuance of the Purchased Shares, the Company shall at all times reserve the appropriate
                                         number of Ordinary Shares to be issued to the holders of Preferred B Shares upon conversion
                                         thereof.
	 	 	 
		4.2.3	Since
                                         its incorporation, there has been no declaration or payment by the Company of dividends,
                                         or any distribution by the Company of any assets of any kind to any of its shareholders
                                         in redemption of or as the purchase price for any of the Company's securities.



 


	 	4.3	Directors
                                         and Officers of the Company. The directors and officers of the Company immediately
                                         prior to the Closing are listed in Section ‎4.3 of the Disclosure Schedule.
                                         Except as contemplated by this Agreement or the Amended AOA the Company has no agreement,
                                         obligation or commitment with respect to the election of any individual or individuals
                                         to the Board, and there is no voting agreement or other arrangement among the Company's
                                         directors or shareholders. All agreements, commitments and understandings, whether written
                                         or oral, with respect to any compensation to be provided to any of the Company's directors
                                         or officers are set forth in Section ‎4.3 of the Disclosure Schedule.
                                         All agreements, commitments and understandings, whether written or oral, with respect
                                         to any compensation to be provided to any of the Company’s directors or officers
                                         have been fully disclosed in writing to the Investors.



 




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	 	4.4	Authorization.
                                         All corporate actions on the part of the Company, its officers, directors and shareholders
                                         necessary for the authorization, execution, delivery and performance of this Agreement
                                         and the other Transaction Documents by the Company, the authorization, issuance, sale
                                         and delivery of the Purchased Shares, and the performance of the Company's obligations
                                         hereunder and under the other Transaction Documents have been duly taken prior to or
                                         at the Closing Date. This Agreement constitutes, and each of the other Transaction Documents,
                                         when executed and delivered by the Company, shall constitute, the valid, legal and binding
                                         obligations of the Company enforceable in accordance with their respective terms. Neither
                                         the execution and delivery of this Agreement and the other agreements to be executed
                                         by the Company pursuant to this Agreement and the Transaction Documents, nor compliance
                                         by the Company with the terms and provisions hereof or thereof (including, without limitations,
                                         the issuance and sale of the Purchased Shares), will conflict with, or result in a breach,
                                         default or violation of, any of the terms, conditions and provisions of: (i) the Articles,
                                         (ii) any judgment, order, injunction, decree, or ruling of any court or governmental
                                         authority, domestic or foreign, to which the Company is subject or by which it is bound,
                                         (iii) any agreement, contract, lease, license, commitment, instrument or mortgage of
                                         the Company or to which the Company is a party or subject or by which it or any of its
                                         properties is bound or affected, or (iv) applicable law or regulation, and there is no
                                         such violation or default or event which, with the lapse of time or giving of notice
                                         or both, would constitute a violation or default. Such execution, delivery and compliance
                                         will not (a) give to any parties to any such agreement, contract or commitment referred
                                         to in this paragraph any rights, including rights of termination, cancellation or acceleration
                                         in or with respect to such agreement, contract or commitment referred to in this paragraph,
                                         or to any of the properties of the Company, or (b) otherwise require the consent or approval
                                         of any person or entity, which consent or approval has not heretofore been obtained.
                                         The Purchased Shares, when issued, shall be issued in compliance with the provisions
                                         of this Agreement for the consideration expressed herein, will be duly authorized and
                                         validly issued, fully paid up, nonassessable and free of any Liens, will have the rights,
                                         preferences, privileges and restrictions set forth in the Amended AOA, and will be free
                                         and clear of any liens, claims, encumbrances or third party rights of any kind (except
                                         as specified in the Amended AOA or as created by each Investor with respect of its portion
                                         of the Purchased Shares) and duly registered in the name of the Investors in the Company's
                                         shareholders' register. The Purchased Shares, when issued in accordance with this Agreement,
                                         shall have been issued in compliance with (i) all applicable law, including (without
                                         limitations) all federal, state and foreign securities laws, (ii) all preemptive and
                                         any similar rights with respect thereto, existing under the Previous AOA or the Amended
                                         AOA.
	 	 
	 	4.5	Required
                                         Consents. No consent, approval, qualification, order, authorization, designation,
                                         registration, or declaration of, or filing with, any local or foreign governmental authority
                                         or any other Person on the part of the Company is required in connection with the valid
                                         execution, delivery and performance of the Transaction Documents, or the offer, issuance
                                         or sale of the Purchased Shares or the consummation of any other transaction contemplated
                                         hereby and thereby, except for the filing with the Registrar of Companies concerning
                                         the Amended AOA, the issuance of the Purchased Shares, and the appointment of directors,
                                         each of which shall be made by the Company as soon as practicable following the Closing
                                         Date. The Company is in possession of all required consents and approvals in connection
                                         with its business, activities and operations, is not in default under any of them, has
                                         not received any communication seeking or threatening to terminate, suspend or amend
                                         any of them, and is not otherwise aware of the intent of any third party to do so.



 




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	 	4.6	Financial
                                         Statements; No Liabilities.



 


		4.6.1	The
                                         Company has delivered to the Investors its audited financial statements as of and for
                                         the fiscal year ended December 31, 2013, a copy of which is attached hereto as Exhibit
                                         4.6.1(a) and its unaudited balance sheet and profit and loss statement as of
                                         June 30, 2014, a copy of which is attached hereto as Exhibit 4.6.1(b)
                                         (collectively, the “Financial Statements”). The Financial Statements
                                         (i) are accurate and complete in all material respects; (ii) are consistent with the
                                         books and records of the Company (which, in turn, are accurate and complete in all material
                                         respects); (iii) have been prepared in accordance with generally accepted accounting
                                         principles applied on a consistent basis throughout the periods indicated; and (iv) presents
                                         fairly and accurately the financial condition, results of operations, shareholders’
                                         equity and cash flow of the Company as of the dates and for the periods referred to therein,
                                         subject to normal year-end adjustments, none of which would be material, individually
                                         or in the aggregate, and the absence of notes. The Financial Statements fairly present
                                         in all material respects the financial condition and operating results of the Company
                                         as of the dates, and for the periods, indicated therein.
	 	 	 
		4.6.2	Except
                                         as set forth in the Financial Statements and except as set forth in Section 4.6.2
                                         of the Disclosure Schedule, the Company has no liabilities, debt or obligations,
                                         contingent or otherwise, and the Company is not a guarantor or indemnitor of any indebtedness,
                                         obligation or liability of any other individual, corporation, partnership, joint venture,
                                         trust, any other corporate entity and any unincorporated association or organization
                                         or any other Person.
	 	 	 
		4.6.3	The
                                         Company maintains and will continue to maintain a standard system of accounting established
                                         and administered in accordance with generally accepted accounting principles in Israel.
                                         Since the date of incorporation of the Company, there has been no change in any accounting
                                         policies, principles, methods or practices, including any change with respect to reserves
                                         (whether for bad debts, contingent liabilities or otherwise), of the Company. No audit
                                         firm has ever declined or indicated its inability to issue an opinion with respect to
                                         any financial statements of the Company. The Company has at all times (i) made and kept
                                         accurate books and records and (ii) maintained, enforced and complied with internal accounting
                                         controls that have at all times provided reasonable assurance that (A) transactions are
                                         (and have been) executed in accordance with management’s authorization, (B) transactions
                                         are (and have been) recorded as necessary to permit preparation of its financial statements
                                         and to maintain accountability for its assets, properties and inventories, (C) the reported
                                         accountability for its assets, properties and inventories is (and has been) compared
                                         with existing assets, properties and inventories at reasonable intervals, (D) all information
                                         required to be reported or reflected in the Financial Statements is (and has been) recorded,
                                         processed, summarized and timely reported to the appropriate members of the Company’s
                                         management, including its chief financial officer and chief executive officer, and made
                                         available to the Company’s auditors. During the periods covered by the Financial
                                         Statements, there has been no fraud, whether or not material, involving any member of
                                         the Board or the Company’s management or to the Company’s knowledge, any
                                         other employee of the Company who has a significant role in the Company’s internal
                                         control over financial reporting.



 






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	 	4.7	Title
                                         to Real Properties and Real Estate Assets; Liens, etc. The Company does not own any
                                         real estate or any material tangible assets. There are no liens, encumbrances or similar
                                         rights regarding any of the Company's assets (including with respect of its Intellectual
                                         Property). With respect to the property and assets it leases, the Company is in compliance
                                         with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances.
                                         A copy of the office lease agreement has been provided to the Investors.
	 	 
	 	4.8	Activities
                                         since Incorporation. Since the date of incorporation of the Company, except as specified
                                         in Section 4.8 of the Disclosure Schedule: (i) there has not been
                                         any material adverse change in the business, operations, properties, assets, liabilities
                                         or condition (financial or otherwise), or operating results of the Company, and no event
                                         has occurred or circumstance exists that can reasonably be expected to adversely affect
                                         any of the foregoing, as such business is presently conducted and proposed to be conducted;
                                         (ii) there has been no sale, assignment, or transfer of any material tangible asset of
                                         the Company and no sale, assignment, or transfer of any Intellectual Property of the
                                         Company, or other intangible asset of the Company or any waiver by the Company of a valuable
                                         right or of a debt owed to it; (iii) to the Company’s knowledge, no event has occurred
                                         which has given rise to a material adverse change in the business as currently conducted,
                                         operations, assets, liabilities, condition (financial or otherwise), or operating result,
                                         of the Company; (iv) there has not been any capital expenditure or commitment therefore
                                         of the Company other than in the ordinary course of business; and (v) there has not been
                                         any agreement or commitment by the Company to do any of the things described in this
                                         Section 4.8. Without derogating from the generality of the aforesaid, from the date of
                                         its incorporation the Company has conducted its business in the ordinary course.
	 	 
	 	4.9	Grants,
                                         Incentives and Subsides. Section 4.9(i) of the Disclosure Schedule
                                         sets forth a complete list of all grants, incentives, subsidies or other support or benefits
                                         (including, without limitation, grants given to the Company from the Office of the Chief
                                         Scientist of the Ministry of Economy in Israel (“OCS”) and tax benefits)
                                         (collectively, “Grants”) from any government or regulatory authority
                                         or any agency thereof or any Person or academic institution. The Company has not been
                                         granted nor has it adopted or applied for Approved Enterprise, Beneficiary Enterprise
                                         or Preferred Enterprise Status granted by the Investment Center of the Israeli Ministry
                                         of Economy (the “Investment Center”) or the Israeli Tax Authorities.
                                         Furthermore, except as set forth in Section 4.9(iii) of the Disclosure
                                         Schedule, the Company has not received or applied for any grants, incentives, exemptions,
                                         benefits (including tax benefits) and subsidies from any governmental regulatory or public
                                         entities agencies or authorities including without limitation the OCS and the Investment
                                         Center. Correct copies of all letters of approval, and supplements thereto, granted to
                                         the Company with respect to any Grants and all undertakings made by the Company with
                                         respect to such Grants have been delivered to the Investors. The Company is in full compliance
                                         with the terms and conditions of the Grants and has fulfilled all the undertakings and
                                         obligations relating thereto. No claim or challenge has been made by any regulatory authority
                                         with respect to the Company’s entitlement to the Grants, and consummation of the
                                         transactions contemplated hereby (in and of themselves) will not adversely affect the
                                         continued qualification for the Grants or the terms or duration thereof or require any
                                         recapture of any previously claimed Grant. Section 4.9(iv) of the Disclosure
                                         Schedule sets forth a list of all Company Products (as defined below) that were developed
                                         using any such Grants.



 




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	 	4.10	Intellectual
                                         Property.



 


		4.10.1	The
                                         Company has good, valid, subsisting, unexpired and enforceable title to and ownership
                                         of, and free and clear of all Liens, claims and restrictions, or otherwise possesses
                                         legally enforceable rights to use, all of the Intellectual Property necessary to enable
                                         operation of its business as heretofore conducted and as currently proposed to be conducted,
                                         without, to the Company's knowledge, after due inquiry, infringing upon or violating
                                         any right, lien, or claim of others (including, without limitations, past and present
                                         employees, and employers of the past and present employees of the Company). There is
                                         no Intellectual Property owned by any third party, which shall be required by the Company
                                         to conduct its business as heretofore conducted and as currently proposed to be conducted
                                         and/or that would require the payment of royalties, fees or similar payments to a third
                                         party or the license by any third party for the use thereof. Section 4.10.1 to
                                         the Disclosure Schedule contains a complete list of patents and pending patent applications,
                                         domain names, trademarks and pending trademark application or other registered Company
                                         Intellectual Property.
	 	 	 
		4.10.2	All
                                         right, title and interest in and to the Intellectual Property which is necessary to enable
                                         the operation of the business of the Company as heretofore been conducted and as currently
                                         proposed to be conducted, which was formerly owned by any Founder or any other shareholder
                                         of the Company or any director, officer or employee of the Company, or that has been
                                         developed, created, modified or improved by any of the foregoing or any other third party
                                         (including, without limitations, consultants or contractors of the Company) for the Company,
                                         has been irrevocably, unconditionally and exclusively assigned, conveyed and transferred
                                         in its entirety to the Company, and is the sole property of the Company, free and clean
                                         of any liens, limitations, restrictions or any other third party rights. Without derogating
                                         from the generality of the aforesaid, no employee, director, officer, consultant or shareholder
                                         of the Company or former employer of any employee, director, officer, consultant or shareholder
                                         of the Company has any rights to any Intellectual Property owned, used, or contemplated
                                         to be used by the Company.
	 	 	 
		4.10.3	The
                                         Company has taken security measures, including measures against unauthorized disclosure,
                                         to protect the secrecy, confidentiality and value of its Intellectual Property, as reasonable
                                         and customary in the Company's line of business, and to the Company’s knowledge
                                         there have been no acts or omissions by the officers, directors, shareholders and employees
                                         of the Company the result of which would compromise the rights of the Company, if any,
                                         to apply for, or enforce appropriate legal protection of the Company’s Intellectual
                                         Property. To the Company's knowledge, no third party has interfered with, infringed upon,
                                         misappropriated or otherwise came into conflict with any of the Company’s Intellectual
                                         Property.
	 	 	 
		4.10.4	Each
                                         of the Company's employees, consultants and contractors have entered into written agreements
                                         with the Company assigning to the Company all rights in Intellectual Property developed
                                         in the course of their employment by or engagement with the Company and each of the Company's
                                         employees and other persons who, either alone or in concert with others, developed, invented,
                                         discovered, derived, programmed or designed the Intellectual Property relating to the
                                         Company, or who has knowledge of or access to information about the Intellectual Property
                                         relating to the Company have entered into written agreements with the Company, by which
                                         such Persons undertook to maintain in full the confidentiality of such Intellectual Property.
                                         The Company will be permitted to exercise all of the Company’s rights under all
                                         assignments of Intellectual Property rights from each Founder and from each of the Company’s
                                         employees and such other persons to the same extent the assignor would have been able
                                         to, had it not assigned the Intellectual Property rights to the Company, without being
                                         required to pay any additional consideration other than fees, royalties or payments,
                                         which the Company would otherwise be required to pay had the transactions contemplated
                                         hereby not occurred.



 


Notwithstanding
the above, in the case of the Founders, it is clarified that the said assignment shall not relate to any Intellectual Property
developed for the Company by any other company (in which the Founders are shareholders, officers, director or employees), to the
extent that such Intellectual Property is not licensed, assigned, transferred or novated to the Company in its agreement with
such other company.


 




    	- 9-



    	 



    


 


		4.10.5	The
                                         Company is not aware of any Intellectual Property owned by any third party which is needed
                                         by the Company to conduct its business as currently conducted and as currently proposed
                                         to be conducted and that would require the payment of royalties to a third party. Neither
                                         the execution nor delivery of this Agreement or the Ancillary Agreements, nor the conduct
                                         of the Company’s business as currently conducted and as presently proposed to be
                                         conducted, will, to the Company’s knowledge, after conducting due inquiry, conflict
                                         with or result in a breach of the terms, conditions or provisions of, or constitute a
                                         default under, any contract, covenant or instrument under which the Company [or any of
                                         the Founders] is now obligated.
	 	 	 
		4.10.6	Section
                                         4.10.6 of the Disclosure Schedule contains a true and complete list of all products,
                                         technologies and services sold or offered for sale by the Company or its Subsidiary and
                                         which are in mass production stage (collectively, the “Company Products”)
                                         as of the date hereof.
	 	 	 
		4.10.7	Section
                                         4.10.7(i) of the Disclosure Schedule sets forth all contracts, agreements and
                                         undertakings (written or oral) to which the Company is a party with respect to any Intellectual
                                         Property (i) embedded or incorporated into or distributed with any Company Product, or
                                         (ii) used by the Company in the development or support of any Company Product. Section
                                         4.10.7(ii) of the Disclosure Schedule contains a true and complete list of (x)
                                         all agreements pursuant to which the Company has provided source code or detailed design
                                         documentation of any Company Product or any material part thereof to a third party, and
                                         (y) all third parties to whom the Company has granted a contingent right to receive the
                                         source code of any Company Product or any material part thereof, or contingent right
                                         to manufacture the Company Products, whether pursuant to an escrow arrangement or otherwise.
	 	 	 
		4.10.8	At
                                         no time in the course of the conception of, or reduction of any of the Company’s
                                         Intellectual Property, was any of the Founders, employees, officers, developers, inventors
                                         or other individual or entity who contributed to development of such Intellectual Property,
                                         operating under any grants from any governmental entity or agency, university, or private
                                         source, or subject to any employment agreement, or invention assignment or nondisclosure
                                         agreement, or other obligation with any third party that could adversely affect or limit
                                         any Intellectual Property owned by or licensed to the Company, or which the Company otherwise
                                         has the right to use.
	 	 	 
		4.10.9	There
                                         are no claims pending or, to the Company’s knowledge, threatened against the Company
                                         or any of its shareholders, employees, directors or officers regarding the use of, or
                                         challenging or questioning the respective Company's right to or title in, any of the
                                         Intellectual Property in the business of the Company, as heretofore been conducted. The
                                         Company has not received any communications, written, verbal or electronic, alleging
                                         that the Company has violated or infringed on or, by conducting its business as currently
                                         conducted and as currently proposed to be conducted, would violate or infringe on any
                                         Intellectual Property of any other Person.
	 	 	 
		4.10.10	The
                                         Company has not transferred ownership of, or granted any exclusive license or other right
                                         with respect to any Intellectual Property that is or was owned by the Company, to any
                                         third party, whether in consideration for payment of any royalties or otherwise, except
                                         in the ordinary course of business.



 




    	- 10-



    	 



    


 


		4.10.11	Except
                                         as set forth in Section 4.10.11 of the Disclosure Schedule, the Company
                                         has not embedded any open source, free or community source code in any of its products
                                         (including the Company Products), whether generally available or in development, including
                                         but not limited to any libraries or code licensed under any General Public License, Lesser
                                         General Public License or similar license arrangements. The Company’s use of open
                                         source and freeware licenses will not require the Company to make available its source
                                         code to any party and will not have a material adverse effect on the Intellectual Property
                                         of the Company.
	 	 	 
		4.10.12	To
                                         the extent necessary, the Company has obtained all approvals for exporting the Company
                                         Products in accordance with all applicable export control, embargo and other regulations,
                                         and importing the Company Products into any country in which the Company Products are
                                         now sold or licensed for use, and all such export and import approvals throughout the
                                         world are valid, current, outstanding and in full force and effect.



 


	 	4.11	Contracts



 





		4.11.1	All
                                         contracts, agreements and undertakings (written or oral) to which the Company is a party
                                         or by which it is bound are set forth in Section ‎4.11.1 of the Disclosure
                                         Schedule. True, correct and complete copies of all of the contracts including any amendments
                                         or modifications thereto and a reasonably complete and accurate written summary of all
                                         contracts for which no written agreement or other document has been signed have been
                                         made available to the Investors.
	 	 	 
		 	Section
                                         4.11.1 of the Disclosure Schedule, lists all contracts, agreements and undertakings
                                         (written or oral) to which the Company is a party or by which it is bound that (i) are
                                         not terminable by the Company upon thirty (30) days (or less) notice without penalty
                                         or obligation to make any payment based on such termination, (ii) require the Company
                                         to indemnify or hold harmless any Person whereby the Company is responsible for indemnification
                                         obligations; (iii) provide any customer with pricing, discounts or benefits that change
                                         based on the pricing, discounts or benefits offered to other customers of the Company,
                                         including any contract, agreement or undertaking (written or oral) which contains a “most
                                         favored nation” provision; (iv) contain performance guarantees; (v) that include
                                         any provisions under which Company is obligated to supply products; (vi) contain any
                                         covenant or other provision which limits the Company’s ability to stop selling
                                         products. Section 4.11.1 of the Disclosure Schedule sets forth a list of
                                         all disputes related to any warranties, guarantees and warranty policies of the Company
                                         in any contract, agreement or undertaking (written or oral) with respect of any of its
                                         products and services arising since the Company’s incorporation. To the knowledge
                                         of the Company, after due inquiry, there are no facts or circumstances existing that
                                         provide a reasonable basis for any claim by any customer of the Company with respect
                                         to the breach by the Company of any warranties, guarantees and/or warranty policies of
                                         the Company in any contract, agreement or undertaking (written or oral) with respect
                                         of any of the Company’s products and/or services.



 




    	- 11-



    	 



    


 


		4.11.2	Neither
                                         the Company nor, to the best knowledge of the Company, any third party, is in default
                                         under any agreement, contract or other instrument or document (written or oral) to which
                                         the Company is a party or by which it or any of its property is affected. All of such
                                         contracts, agreements, undertakings or other instruments or documents are in full force
                                         and effect and are the legal, valid and binding obligations of the Company and, to the
                                         best knowledge of the Company, of the other parties thereto, enforceable against it and
                                         the other parties thereto, in accordance with their respective terms. The Company has
                                         not received any notice or communication from any party to a contract, agreement, undertaking
                                         or other instrument or document or from other material customer or supplier (whether
                                         or not a party to a contract, agreement, undertaking or such other instrument or document)
                                         or has any other indication relating to such party, of the intent to modify, terminate
                                         or fail to renew the arrangements and relationships among the Company and such party.
	 	 	 
		4.11.3	The
                                         Company is not a party to and is not bound by any contract, agreement or instrument,
                                         or subject to any restriction under its articles of association that adversely affects
                                         its business as now conducted and as currently proposed to be conducted, its properties
                                         or its financial condition.



 


	 	4.11.4



 


		4.11.5	There
                                         are in force no powers of attorney given by the Company with respect to any material
                                         asset or business of the Company and, except as expressly authorized by the Board, no
                                         person, as agent or otherwise, is entitled or authorized to bind or commit the Company
                                         to any obligation not in the ordinary course of the Company’s business.



 


	 	4.12	Compliance
                                         with Other Instruments; None Burdensome.



 


		4.12.1	The
                                         Company is not in violation of any term of its Previous AOA or other governing instruments
                                         of the Company, and shall not be in violation of any term of the Amended AOA at the Closing
                                         (collectively, as amended or replaced from time to time, the “Governing Documents”).
                                         The Company is not and has not been in violation of any term or provision of any local
                                         or foreign statute, law, rule, regulation or, to Company's best knowledge, judgment,
                                         order or decree of any court or any governmental authority, department, commission, board,
                                         bureau, agency or instrumentality, domestic or foreign (collectively, “Authority”),
                                         applicable to the Company, that is reasonably expected to have a material effect on the
                                         financial condition, business, activities, prospects or operations of the Company. The
                                         Company is not in default under any note, indenture, mortgage, lease, agreement, contract,
                                         purchase order or other instrument, document or agreement to which the Company is a party
                                         or by which it or any of its property is bound or affected. To the Company's knowledge,
                                         no third party is in default under any agreement, contract or other instrument, document
                                         or agreement to which the Company is a party or by which it or any of its property is
                                         affected.
	 	 	 
		4.12.2	Except
                                         as set forth in Section 4.12.2 of the Disclosure Schedule, the execution, delivery
                                         and performance of and compliance with the Transaction Documents, and the issuance and
                                         sale of the Purchased Shares have not resulted and will not result in any violation of,
                                         or conflict with, or constitute a default under (i) any Governing Document, contract,
                                         agreement, lease, license, instrument or mortgage of the Company or to which the Company
                                         is a party or subject or by which it or any of its properties is bound or affected; (ii)
                                         any Lien upon any of the properties or assets of the Company, (iii) any judgment, order,
                                         injunction, decree, or ruling of any court or Authority, domestic or foreign, to which
                                         the Company is subject, or (iv) any applicable law or regulation, and there is no such
                                         violation or default or event which, with the lapse of time or giving of notice or both,
                                         would constitute a violation or default. Such execution, delivery and compliance will
                                         not (a) give to others any rights, including rights of termination, cancellation or acceleration,
                                         in or with respect to any agreement, contract or commitment referred to in this paragraph,
                                         or to any of the properties of the Company, or (b) otherwise require the consent or approval
                                         of any person, which consent or approval has not heretofore been obtained.



 




    	- 12-



    	 



    


 


	 	4.13	Litigation.
                                         There are no actions, suits, arbitrations, proceedings, investigations or claims pending
                                         or, to the Company’s knowledge, threatened against the Company, its respective
                                         properties or assets or with regard to the Company’s business or any of the officers,
                                         directors or employees of the Company (in their capacity as such) before any court, arbitration,
                                         board, tribunal or administrative authority or any other Authority, nor, to the Company's
                                         knowledge, is there any threat thereof or basis therefor. Neither the Company nor either
                                         Founder is a party to or to their knowledge subject to the provisions of any order, writ,
                                         injunction, judgment or decree of any court or governmental agency or instrumentality.
                                         There is no action, suit, proceeding or investigation by the Company currently pending
                                         or that the Company intends to initiate regarding the Company.



 


	 	4.14	Employee
                                         Matters.



 


		4.14.1	Section
                                         ‎4.14.1(a) of the Disclosure Schedule lists all of the employees of the Company
                                         and the date of commencement of their engagement with the Company and the entire compensation
                                         they are entitled to. True and correct copies of all employment agreements (the “Employment
                                         Agreements”), have been made available to the Investors. As of the date
                                         hereof, the Company has no deferred compensation or share option covering any of its
                                         officers or employees, but options were promised to certain parties as set forth in the
                                         Cap Table and Section 4.14.1(b)(1) and Section 4.14.1(b)(2)of
                                         the Disclosure Schedule. The Company has no employment or consulting contracts, deferred
                                         compensation agreements or bonus, incentive, profit-sharing, or pension plans currently
                                         in force and effect, or any understanding with respect to any of the foregoing, save
                                         for those listed under Section 4.14.1(a) of the Disclosure Schedule.
	 	 	 
		4.14.2	To
                                         the Company's best knowledge no employee of the Company is in violation of any term of
                                         any Employment Agreement, patent disclosure agreement, Intellectual Property assignment
                                         agreement, confidentiality and/or non-competition agreement or any other contract or
                                         agreement relating to the relationship of any such employee with the Company.



 




    	- 13-



    	 



    


 


		4.14.3	To
                                         the best knowledge of the Company, neither the employment by the Company of any of its
                                         employees (other than employees who are also Founders), nor its engagement with any of
                                         its consultants and contractors, constitutes or is likely to constitute a breach of any
                                         of such persons’ obligations to third parties, including non-competition or confidentiality
                                         obligations.



 


To
the Company's best knowledge, neither of the Company's employees (other than employees who are also Founders) is obligated under
any contract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the
use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business
as conducted and as now proposed to be conducted. Neither the carrying on of the Company's business by the employees of the Company
(other than employees who are also Founders) nor the conduct of the Company's business as now proposed to be conducted, will conflict
with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or
instrument under which any of such employees is now obligated.


 


		4.14.4	No
                                         employees of the Company are represented by any labor organization or union, and no application
                                         was made or procedure initiated by any of its employees to be represented by any labor
                                         organization or union. The Company is not bound by or subject to any written or oral,
                                         express or implied, contract, commitment or arrangement with any labor union except for
                                         those provisions of general agreements between the Histadrut and any Employers’
                                         Union or Organization which are applicable to all the employees in Israel by extension
                                         orders.
	 	 	 
		4.14.5	The
                                         Company has complied in all material respects with all applicable employment laws, policies,
                                         procedures and agreements relating to employment, terms and conditions of employment
                                         and to the proper withholding and remission to the proper tax and other authorities of
                                         all sums required to be withheld from employees or persons deemed to be employees under
                                         applicable laws respecting such withholding. There has not been and, to the Company's
                                         knowledge, it was not threatened by any proceeding against or affecting the Company relating
                                         to the alleged violation of any applicable laws or agreements, undertakings, promises
                                         or any other obligations pertaining to labor relations or employment matters. The Company
                                         has paid in full to all of its respective employees, wages, salaries, commissions, bonuses,
                                         benefits and other compensation due and payable to such employees on or prior to the
                                         date hereof.
	 	 	 
		4.14.6	The
                                         Company has no employment contract with any officer or employee or any other consultant,
                                         contractor or person, which is not terminable by it at will without liability upon thirty
                                         (30) days prior notice.
	 	 	 
		4.14.7	Except
                                         as set forth in Section 4.14.7 of the Disclosure Schedule, no employee
                                         of the Company has been dismissed or has given notice of termination of his/her employment,
                                         nor to the Company’s knowledge, do any of the employees of the Company have at
                                         present any intention to terminate his or her employment agreement. The Company is not
                                         aware of any circumstance whereby any employee has the right to demand (whether legally
                                         entitled to or not) any claim for compensation on termination of employment beyond the
                                         amount of statutory severance pay to which such employee may be entitled.



 






    	- 14-



    	 



    

 


	 	4.15	Relationships
                                         with Related Parties.



 


		4.15.1	No
                                         Related Party of the Company or has, or since its incorporation has had, directly or
                                         indirectly: (a) any right or other interest in any property (whether real, personal,
                                         or mixed and whether tangible or intangible), used in, or pertaining to, the Company's
                                         business; (b) any right or other interest in any entity which (i) furnishes or sells
                                         services or products which are furnished or sold or are proposed to be furnished or sold
                                         by the Company, or (ii) purchases from or sells or furnishes to the Company any goods
                                         or services, or (c) a beneficial interest in any contract or agreement to which the Company
                                         is a party or by which it may be bound or affected. The Company is not a guarantor or
                                         indemnitor of any indebtedness of any Related Party of the Company.
	 	 	 
		4.15.2	Except
                                         as set forth in Schedule 4.15.2, there are no agreements, or proposed transactions,
                                         between the Company and any of its Related Parties, directly or indirectly, and no Related
                                         Party of the Company, is indebted to it, nor is the Company indebted (or committed to
                                         make loans or extend or guarantee credit) to any of its Related Parties, except for expenses
                                         incurred in the ordinary course of business consistent with past practice in an aggregate
                                         amount of up to $5,000 as of the date hereof, and, with regard to employees and officers,
                                         other than current compensation and benefits for the current month in accordance with
                                         signed agreements.



 


	 	4.16	Taxes.
                                         The Company has timely filed all tax returns and reports (including information returns
                                         and reports) to the extent required by applicable law, and all such tax returns and reports
                                         have been true, correct and complete in all respects and have been made and filed in
                                         compliance with applicable law. Any and all taxes and other charges due from them by
                                         any federal, state, local or foreign tax authorities (including, without limitation,
                                         those due in respect of the properties, income, franchises, licenses, sales or payrolls)
                                         have been paid, and there are no taxes currently outstanding. The Company has withheld
                                         and paid all taxes and other charges required to have been withheld and paid in connection
                                         with amounts paid or owing to any employee, creditor, independent contractor, stockholder,
                                         member or other third party. The Company has not incurred and will use its best efforts
                                         not to incur any liability for taxes until the Closing Date except in the ordinary course
                                         of business. The Company has not made any elections pursuant to the Israeli Tax Ordinance
                                         [New Version], 1961, as amended, and all rules and regulations promulgated thereunder
                                         (other than elections that relate solely to methods of accounting, depreciation or amortization)
                                         that could have a material adverse effect on the Company’s business as conducted
                                         or as proposed to be conducted. The Company has never been audited by and no issues have
                                         been raised or adjustments made or proposed by any tax authority, domestic or foreign,
                                         in connection with any such taxes or tax returns. No deficiency assessment with respect
                                         to or proposed adjustment of the Company’s taxes is pending or, to the best of
                                         the Company’s knowledge, threatened. Furthermore, to the knowledge of the Company,
                                         no state of facts exists or has existed which would constitute grounds for the assessment
                                         of any tax liability with respect to the periods which have not been audited.



 




    	- 15-



    	 



    


 


	 	4.17	Records. The minute books of the
Company, a copy of which has been provided to the Investors, contain accurate and complete copies of the minutes of every meeting
of the Company's shareholders and the Board (and any committee thereof). No resolutions have been passed, enacted, consented to
or adopted by the directors (or any committee thereof) or shareholders of the Company, except for those contained in such minute
books. The corporate records of the Company have been maintained in accordance with all applicable statutory requirements and
are complete and accurate in all respects.
	 	 	 
	 	4.18	Brokers or Finders. The Company
has not incurred any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with
this Agreement or the other Transaction Documents or any transaction contemplated hereby and thereby.
	 	 	 
	 	4.19	Budget and Business Plan. In preparing
the Business Plan and Budget (as defined in Section ‎10.1 below) the Company has made reasonable enquiries to ascertain, and
have taken into account, all material and reasonable factual information reasonably known to it which is relevant to its preparation,
and to which they had access, and has been prepared the Business Plan and Budget in good faith.
	 	 	 
	 	4.20	Insurance. Section 2.20
of the Disclosure Schedule lists as of the date hereof all policies or binders of real and personal property, fire, liability
(including product liability), fiduciary, crime, employment practices, umbrella, medical, workmen’s compensation, business
interruption, disability, vehicular, casualty, directors and officers liability, title or other insurance and indemnity held by
or on behalf of the Company (the “Policies”) and describing each pending claim thereunder. All such Policies
(a) are valid, binding, and enforceable in accordance with their terms; (b) are provided by reputable carriers who are financially
solvent; (c) have not been subject to any lapse in coverage; and (d) are in full force and effect and will remain in full force
and effect following the Closing. To the Company’s knowledge, after due inquiry, the Policies are sufficient for compliance
with all applicable laws by which the Company is bound. The applications and related information provided by the Company to obtain
such Policies were true, accurate and complete in all respects at the time provided. The Company has not failed to give any notice
or present any claim under any such Policy in a due and timely fashion. There are no outstanding unpaid claims under any such
Policy. The Company has not received a notice of cancellation or nonrenewal of any such Policy and there is no failure to pay
premiums when due or other similar state of facts which would form the basis for termination of any such insurance.



 




    	- 16-



    	 



    


 


	 	4.21	Customers
                                         and Suppliers



 


		4.21.1	Section
                                         4.22.1(i) of the Disclosure Schedule lists the top ten customers of the Company.
                                         Section 4.22.1(ii) of the Disclosure Schedule lists the top ten (10) suppliers,
                                         resellers, vendors, service providers or similar business relations of the Company on
                                         the basis of cost of goods and services and Intellectual Property purchased or licensed
                                         since the date of its incorporation.
	 	 	 
		4.21.2	No
                                         such customer, strategic development partner, supplier, reseller, vendor, service provider
                                         or similar business relation of the Company set forth or required to be set forth pursuant
                                         to this Section 4.22.1 has ceased or materially altered its relationship with the Company
                                         or, to the knowledge of the Company, has threatened to cease or materially alter such
                                         relationship or to decrease or limit materially, its usage or purchase of the service
                                         or products, including Company Products, from or to the Company, as applicable. To the
                                         actual knowledge of the Company, no such customer, strategic development partner, supplier,
                                         reseller, vendor, service provider or similar business relation of the Company set forth
                                         or required to be set forth pursuant to this Section 4.22.1 is threatened with bankruptcy
                                         or insolvency or otherwise unable to meet its liabilities with respect to the Company
                                         as they come due.
	 	 	 
		4.23	Full
                                         Disclosure. Neither this Agreement (including the Disclosure Schedule) nor any document
                                         or certificate made or delivered in connection herewith contains any untrue statement
                                         of a material fact or omits to state a material fact necessary to make the statements
                                         herein or therein not misleading, in view of the circumstances in which they were made.
                                         Other than general economic or industry specific circumstances, to the actual knowledge
                                         of the Company, after due inquiry, there is no material fact or information relating
                                         to the business, condition (financial or otherwise), affairs, operations, or assets of
                                         the Company that has not been disclosed to the Investors in writing by the Company.



 


In
particular, the Investor's right or ability to claim indemnity in respect of a breach of any warranty or representation shall
not be limited or affected in any way by the implied or constructive (but not actual) knowledge of the Investor of such breach
or by any investigation made on behalf of the Investor into the Company or by any report made concerning the Company.


 


	5.	Representations
                                         and Warranties of the Investors



 


Each
of the Investors, severally (and not jointly), represents and warrants to the Company as follows:


 


		5.1	Corporate
                                         Power. Each Investor has all requisite legal power and authority to execute and deliver
                                         the Transaction Documents to which it is a party and to carry out and perform its obligations
                                         under the terms of such Transaction Documents.
	 	 	 
		5.2	Authorization.
                                         All corporate or other action on part of each Investor necessary for the authorization,
                                         execution, delivery and performance of the Transaction Documents by each Investor, and
                                         the performance of the Investor’s obligations hereunder and thereunder has been
                                         taken prior to or at the Closing. The Transaction Documents and the other agreements
                                         and instruments executed by each Investor in connection herewith or therewith, each will
                                         be a valid and binding obligation of each Investor enforceable in accordance with its
                                         terms, subject to laws of general application relating to bankruptcy, insolvency, and
                                         the relief of debtors and other laws of general application affecting enforcement of
                                         creditors' rights generally, rules of law governing specific performance, injunctive
                                         relief or other equitable remedies, and limitations by applicable laws and of public
                                         policy, if any.



 




    	- 17-



    	 



    


 


		5.3	Consents,
                                         etc. No consent, approval, qualification or authorization, designation or declaration
                                         of, or filing with, any governmental authority or any other Person on the part of the
                                         Investor is required in connection with the valid execution and delivery of the Transaction
                                         Documents.
	 	 	 
		5.4	Purchase
                                         Entirely for Own Account. This Agreement is made with the Investors in reliance upon
                                         each Investor’s representation to the Company, which by such Investor’s execution
                                         of this Agreement such Investor hereby confirms, that the Purchased Shares received or
                                         to be received by such Investor will be acquired for investment for such Investor’s
                                         own account (or on behalf of Persons disclosed to the Company in advance), not as a nominee
                                         or agent, and in any event not with a view to the resale or distribution of any part
                                         thereof, and that such Investor has no present intention of selling, granting any participation
                                         in, or otherwise distributing the same.
	 	 	 
		5.5	Investment
                                         Experience. Each of the Investor recognize that the investment in the Purchased Shares
                                         involves a high degree of risk, and represents that it is an investor in securities of
                                         start-up companies in the development stage and has such knowledge and experience in
                                         financial and business matters as to be capable of evaluating the merits and risks of
                                         its investment in the Purchased Shares and have the ability to bear the economic risks
                                         of its investment and the potential loss of its entire investment. Such Investor further
                                         acknowledges that this Agreement and the issuance of Purchased Shares do not constitute
                                         a promise or guaranty by the Company or its shareholders, directors or officers as to
                                         the financial or commercial success of the Company or the future value of its shares.
	 	 	 
		5.6	Disclosure
                                         of Investor Information. The Investors acknowledge that the Company may be required
                                         to disclose its shareholders and information regarding its shareholders to regulatory
                                         and other authorities for the purpose of requesting licenses and for other business purposes
                                         and the Investors undertake to promptly provide the Company and its advisors with all
                                         reasonably required information and documents, provided that the Company shall notify
                                         the Investor sufficiently in advance of such requirement, to the extent such advance
                                         notice is feasible and permitted by applicable law, and in any event the Company may
                                         disclose such information only to the extent necessary for such purpose.



 


	6.	First
                                         Closing Conditions



 


		6.1	The
                                         respective obligation of each party hereto to consummate the Transaction is subject to
                                         the satisfaction (or waiver by all other parties, if permissible under applicable law)
                                         on or prior to the First Closing Date of the following conditions:



 


		6.1.1	Required
                                         Consents and Approvals. The required consents and approvals shall have been obtained.
	 	 	 
		6.1.2	No
                                         Injunction. No injunction, judgment, order, decree, statute, law, ordinance, rule
                                         or regulation, entered, enacted, promulgated, enforced or issued by any court or other
                                         Authority of competent jurisdiction or other similar legal restraint or prohibition preventing,
                                         enjoining, restraining, prohibiting or making illegal the consummation of the Transaction
                                         or any of the transactions contemplated by the Transaction Documents shall be in effect.



 




    	- 18-



    	 



    


 


		6.1.3	Representations
                                         and Warranties. The representations and warranties of each party set forth in this
                                         Agreement shall be true and correct in all material respects at and as of the date of
                                         this Agreement and at and as of the First Closing Date as though remade at and as of
                                         the First Closing Date.
	 	 	 
		6.1.4	Parties'
                                         Obligations. Each party shall have performed in all material respects all obligations
                                         required to be performed and actions required to be taken by it under this Agreement
                                         or the other Transaction Documents at or prior to the First Closing Date. All covenants,
                                         agreements, and conditions contained in this Agreement to be performed or complied with
                                         by a party prior to Closing shall have been performed or complied with by such party.
	 	 	 
		6.1.5	Delivery
                                         of Documents. All of the documents to be delivered by the Company pursuant to Section
                                         7 shall be in the form attached hereto.
	 	 	 
		6.1.6	Proceedings
                                         and Documents. The Investors shall have received all counterpart originals or certified
                                         or other copies of all corporate and other proceedings in connection with the transactions
                                         contemplated by this Agreement and all documents and instruments incident to such transactions,
                                         each shall be satisfactory in substance and form to the Majority Investors.
	 	 	 
		6.1.7	Absence
                                         of Adverse Changes. From the date hereof until the First Closing Date, there will
                                         have been no material adverse change in the financial or business condition of the Company,
                                         as determined in the sole judgment of the Majority Investors.
	 	 	 
		6.1.8	Conforming
                                         of Existing Agreements. The Company shall have ensured that all existing agreements
                                         among the existing shareholders of the Company, whether written or oral, shall be altered,
                                         if necessary, in order to make them consistent with this Agreement.



 


	 	6.2	Failure
                                         to Satisfy First Closing Conditions. None of the Company or the Investors may rely
                                         on the failure of any condition set forth in Section ‎6.1 above to be satisfied if
                                         such failure was caused by such party’s failure to use its reasonable best efforts
                                         to consummate the transactions contemplated by this Agreement and satisfy such condition.



 


	7.	Closing
                                         Deliverables



 


		7.1	Company
                                         Deliverables. At or prior to the Closing, the Company shall furnish the Investors
                                         with the following documents (provision of all or any of which may be waived in whole
                                         or in part by the Majority Investors in writing, which waiver shall apply and be binding
                                         upon all Investors):



 


		7.1.1	Compliance
                                         Certificate. An officer's certificate executed by the CEO of Company dated as of
                                         the Closing Date in the form attached hereto as Schedule 7.1.1.



 




    	- 19-



    	 



    


 


	 	7.1.2	Amended
                                         Articles of Association. Copy of the Amended AOA as being in full force and effect
                                         at and as of the Closing Date, together with a duly completed notice of such change to
                                         the Israeli Registrar of Companies, together with a duly completed notice of the modification
                                         of the Company’s share capital to create a new series of Preferred B Shares, each
                                         for immediate filing with the Israeli Registrar of Companies.
	 	 	 
	 	7.1.3	Corporate
                                         Resolutions and Shareholder Waivers. Counterpart original or true and correct copies
                                         of all corporate resolutions (Board resolutions and resolutions of the Shareholders of
                                         the Company and consents of shareholders waiving any preemptive right and any similar
                                         rights with respect to the Purchased Shares, the transactions contemplated by this Agreement
                                         and/or otherwise in connection therewith), substantially in the forms attached hereto
                                         as Schedule 7.1.3(a) and Schedule 7.1.3(b), respectively,
                                         approving the Transaction Documents and the performance of all obligations of the Company
                                         and/or the Shareholders' thereunder, including without limitation (i) the share capital
                                         of the Company shall have been modified to create a new series of Preferred B Shares;
                                         (ii) the execution, delivery and performance by the Company of this Agreement, and all
                                         other Transaction Documents shall have been approved; (iii) the Amended Articles shall
                                         have been adopted.
	 	 	 
	 	7.1.4	Share
                                         Certificates. Validly executed Share Certificates in the name of each of the Investors
                                         reflecting the First Closing Shares purchased by such Investor substantially in the form
                                         attached hereto as Schedule 7.1.4.
	 	 	 
	 	7.1.5	Notice
                                         to the Israeli Registrar of Companies. A duly completed notice of the issuance of
                                         the First Closing Shares to the Israeli Registrar of Companies in the form attached hereto
                                         as Schedule 7.1.5 for immediate filing with the Israeli Registrar of Companies.
	 	 	 
	 	7.1.6	Shareholders'
                                         Register. The Company's shareholders' register which shall represent the holdings
                                         in the Company immediately following the First Closing, certified by the Company's CEO.
	 	 	 
	 	7.1.7	Investors
                                         Rights Agreement. The Company and Investors, together with the other investors who
                                         are parties thereto, shall execute and deliver the Amended Investors’ Rights Agreement,
                                         in substantially the form attached hereto as Schedule 7.1.7 (the “IRA”).
	 	 	 
	 	7.1.8	Indemnification
                                         Letters. Each director of the Company shall have each received a duly signed Indemnification
                                         Agreement from the Company, in the form attached hereto as Schedule 7.1.8
                                         (the “Indemnification Agreement”).
	 	 	 
	 	7.1.9	Opinion
                                         of Company Counsel. The Investors shall receive from counsel for the Company, an
                                         opinion, dated as of the First Closing, in the form attached hereto as Schedule
                                         7.1.9.
	 	 	 
	 	7.1.10	Management
                                         Rights Letter. The Company shall provide each of Genesis and BRM a duly signed Management
                                         Rights Letter, substantially in the form attached hereto as Schedule  ‎7.1.10
                                         (the “MRL”).



 


		7.2	Investors
                                         Deliverables.



 


		7.2.1	At
                                         the First Closing, each Investor shall deliver or cause to be delivered to the Company
                                         its applicable portion of the Investment Amount by wire transfer of immediately available
                                         funds to a bank account designated in writing by the Company prior to Closing.



 




    	- 20-



    	 



    


 


	8.	Deferred
                                         Closing Conditions



 


		8.1	Subject
                                         to the provision of Section 3.3 above, at the Deferred Closing, the following transactions
                                         shall occur and documents shall be delivered, which transactions shall be deemed to take
                                         place simultaneously and no transactions shall be deemed to have been completed or any
                                         document delivered until all such transactions have been completed and all required documents
                                         delivered:



 


		8.1.1	The
                                         Company shall deliver to the Additional Investors the following documents:



 


(a)
validly executed share certificates in the name of each of the Additional Investors reflecting the Shares to the allotted at the
Deferred Closing (as the case may be) being purchased by the Additional Investors on the Deferred Closing date;


 


(b)
an updated Company’s shareholders register, reflecting the allotment to the Additional Investors of the Shares to the allotted
at the Deferred Closing (as specified in Schedule I) certified by the Company's secretary or other officer in charge of the Company's
shareholders' register.


 


(c)
a duly completed notice of the issuance of the Shares to the allotted at the Deferred Closing to the Israeli Registrar of Companies
in the form attached hereto as Schedule 8.1.1 for immediate filing with the Israeli Registrar of Companies.


 


Investor
shall execute and deliver to the Company the Joinder Agreement, substantially in the form attached hereto as Schedule 8.1.2
and wire the applicable funds to the Company's designated bank account. In addition, the Company and each Deferred Investor
shall execute a counterpart signature page to the Amended Investors Rights Agreement.


 


	9.	Indemnification



 


		9.1	Indemnification
                                         by the Company. The Company undertakes to indemnify, defend and hold harmless each
                                         of the Investors and their respective officers, directors, shareholders, partners, agents,
                                         representatives, successors and assigns from and against any and all losses (excluding
                                         loss of profit, or punitive damages), claims, damages (including, without limitation,
                                         any decrease in the value of the Purchased Shares), judgments, penalties, liabilities
                                         and deficiencies (including, reasonable and duly documented expenses and reasonable legal
                                         fees and costs) (collectively, “Losses”), to the extent arising out
                                         of, in connection with or which are attributable to any misrepresentation contained in
                                         this Agreement; provided that, except in the event of gross negligence, fraud
                                         or intentional misrepresentation:



 


		9.1.1	the
                                         Company's indemnification liability hereunder to any Investor shall be capped at the
                                         applicable portion of the Investment Amount paid by such Investor, plus interest at the
                                         rate of 8% per annum, compounded annually and any reasonable and duly documented expenses
                                         and reasonable legal fees and costs incurred by the Investor in connection with its claim
                                         in respect of such losses (“Maximum Amount”);



 




    	- 21-



    	 



    


 


		9.2	Survival
                                         of Provisions. Other than in the event of gross negligence, fraud or intentional
                                         misrepresentation by the Company, or unless the Investor’s discovery of the breach
                                         of the warranty or representation is delayed as a result of gross negligence, fraudulent
                                         conduct, willful concealment or intentional misrepresentation on the part of any of the
                                         Company, the representations, warranties, covenants and agreements made herein by the
                                         Company shall survive and remain in full force for a period of 36 months after the First
                                         Closing Date, provided, however, that the representations and the warranties made
                                         in Sections ‎4.1 (“Organization and Authority; Subsidiaries”),
                                         4.2 (“Capitalization”), ‎4.10 (“Intellectual
                                         Property”), ‎4.15 (“Relationships with Related Parties”),
                                         ‎4.16 (“Taxes”) and 4.18 (“Brokers and
                                         Finders”) hereof shall survive until the lapse of the statue of limitations
                                         regarding such matters.
	 	 	 
		9.3	Israeli
                                         Limitation Law. The provisions of this Section 9 shall be deemed to constitute a
                                         separate written legally binding agreement among the Company and the Investors, in accordance
                                         with the provisions of Section 19 of the Israeli Limitation Law (ההתיישנות
                                         5718-1958 חוק).
	 	 	 
		9.4	In
                                         the event that any Investor shall sustain or incur any losses in respect of which indemnification
                                         may be sought by it pursuant hereto, such Investor may assert a claim for indemnification
                                         by giving prompt written notice thereof to the Company (which shall notify the other
                                         Investors of such claim) and shall thereafter keep the Company reasonably informed with
                                         respect thereto; provided that failure of such Investor to give the Company
                                         prompt notice as provided herein shall not relieve the Company of any of their respective
                                         obligations hereunder, except to the extent that any of the Company are prejudiced by
                                         such failure.
	 	 	 
		9.5	Sole
                                         Remedy. Except in the event of gross negligence, fraud or intentional misrepresentation
                                         by the Company, the indemnification provided in this Section 9 (subject to the terms
                                         and limitations set forth herein) shall be the sole, final, exhaustive and exclusive
                                         remedy of the Investors against the Company in respect of any breach of any representation
                                         and warranty of the Company under this Agreement, as per the provisions of this Agreement.



 


	10.	Additional
                                         Covenants



 


		10.1	Use
                                         of Proceeds. The proceeds of the investment contemplated hereunder shall be used
                                         by the Company in accordance with the budget, as may be amended from time to time by
                                         the Board in accordance with the Amended AOA.
	 	 	 
		10.2	Restrictions
                                         on Territories. The Company hereby undertakes and warrants that it shall not operate
                                         in any country, state or region, in which such operation shall or may reasonably be in
                                         violation of any applicable statute, law, rule, regulation, judgment, order or decree
                                         of any court, governmental authority or other authority with competent jurisdiction.
	 	 	 
		10.3	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.



 




    	- 22-



    	 



    


 


		10.4	Director's
                                         Liability Insurance. To the extent permitted by any applicable law, the Company shall
                                         maintain adequate insurance cover at all times against any liability of the Directors
                                         in the lawful performance of their respective duties.
	 	 	 
		10.5	Additional
                                         Investor Documents. Each Investor who is a foreign entity/person shall deliver to
                                         the Company (1) a certified copy of its organizational documents certified by an Israeli
                                         legal counsel or notarized, according to the provisions of the applicable regulations;
                                         (2) in the event the Investor is a foreign corporation, shall also deliver to the Company
                                         a copy of a letter of good standing, all of which shall be delivered by the Company to
                                         the Israeli Companies' Registrar, for registration of the Purchased Shares in such Investor's
                                         name; (3) if applicable to such Investor, duly executed notice of appointment of the
                                         directors of the Investors; and (4) if applicable to such Investor, Indemnification Agreements
                                         duly executed by each of the directors appointed by the Investors.
	 	 	 
		10.6	Reimbursement
                                         of Legal Fees. The Company shall, at the First Closing, reimburse the reasonable
                                         fees of Amit, Pollak, Matalon, counsel for the Investors, not to exceed $7,500 plus
                                         value added tax, if applicable.



 


	11.	Miscellaneous



 


		11.1	Effectiveness.
                                         This Agreement shall become effective upon execution hereof by the Company and the Investors.
	 	 	 
		11.2	Governing
                                         Law. This Agreement and any and all agreements to be entered into in connection with
                                         the Transaction shall be governed by and construed in accordance with the laws of Israel,
                                         without regard to its principles concerning conflicts of laws, and the competent courts
                                         of Tel Aviv shall have sole and exclusive jurisdiction with respect hereto and thereto.
	 	 	 
		11.3	Successors
                                         and Assigns. Except as otherwise provided 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. The Company may not assign its rights and obligations
                                         hereunder without the prior written consent of the Majority Investors. The rights of
                                         each Investor, including the right to purchase the Purchased Shares, shall be assignable
                                         without the consent of the Company or the other Investors only to a Permitted Transferee
                                         of such Investor.
	 	 	 
		11.4	Entire
                                         Agreement; Amendment. This Agreement and all other Transaction Documents and the
                                         other documents delivered pursuant hereto and thereto constitute the full and entire
                                         understanding and agreement between the parties with regard to the subjects hereof and
                                         thereof.
	 	 	 
		11.5	Notices.
                                         All notices and other communications required or permitted to be given or sent hereunder
                                         shall be in writing and shall be deemed to have been sufficiently given or delivered
                                         for all purposes if mailed by registered mail, sent by fax or electronic mail or delivered
                                         by hand to the parties at the following address:



 


With
respect to the Company:


 


1
Leshem St., Kiryat Gat, 8258401, Israel


 


Att:
Guy Corem


 


Email:
[•]


 


with
a curtsy copy (which shall not constitute a notice) to:


 


Katzenell,
Dimant Law Offices


 


89
Medinat HaYehudim St., P.O.B. 4026, Herzeliya Business Park, Building E, 9th Floor, Herzeliya Pituach, 4614001, Israel


 


Fax
No. 972-9-951 8666,


 


Email:
[•]


 


With
respect to the Investors: 


 


According
to the addresses detailed in Schedule I hereto until otherwise directed by notice as aforesaid.


 




    	- 23-



    	 



    


 


		11.6	All
                                         notices shall be deemed to have been received: (i) within five (5) Business Days following
                                         delivery by nationally recognized overnight courier service, or following deposit with
                                         the Israeli or foreign Post Office, by registered or certified mail, postage prepaid;
                                         (ii) on the next Business Day after it was transmitted by fax or electronic mail, and
                                         confirmation of transmission has been obtained; or (iii) if delivered by hand or via
                                         internationally recognized courier shall be deemed to have been received at the time
                                         of actual receipt.
	 	 	 
		11.7	Delays
                                         or Omissions. No delay or omission to exercise any right, power or remedy accruing
                                         to either party upon any breach or default by the other party under this Agreement, shall
                                         impair any such right, power or remedy of such party nor shall it be construed to be
                                         a waiver of any such breach or default, or an acquiescence therein, or of or in any similar
                                         breach or default thereafter occurring; nor shall any waiver of any single breach or
                                         default be deemed a waiver of any other breach or default theretofore or thereafter occurring.
                                         Any waiver, permit, consent or approval of any kind or character on the part of either
                                         party of any breach or default under this Agreement, or any waiver on the part of either
                                         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.
	 	 	 
		11.8	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which may be executed
                                         by less than all the parties thereto, each of which shall be enforceable against the
                                         parties actually executing such counterparts, and all of which together shall constitute
                                         one instrument. Facsimile signatures shall be binding as original signatures.
	 	 	 
		11.9	Severability.
                                         In the event that any provision of this Agreement becomes or is declared by a court of
                                         competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
                                         in full force and effect without such provision and such provision shall be given effect
                                         to the extent legally possible; provided that no such severability shall be effective
                                         if it materially changes the economic benefit of this Agreement to any party.
	 	 	 
		11.10	Headings.
                                         Headings in this Agreement are for reference purposes only and shall not be deemed to
                                         have any substantive effect.



 


[balance
of this page intentionally left blank; following is signature page]


 




    	- 24-



    	 



    


 


The
foregoing Series B Share Purchase Agreement is hereby executed as of the date first above written.


 


The
Company


 


	Spondoolies
    Tech Ltd.	 



  


	By:	/s/
    Guy Corem	 
	Name:	Guy
    Corem	 
	Title:	CEO	 


 


The
Investors


 








	Genesis
    Partners IV L.P.	 	BRM
    Group Ltd.



 

	By:	its
    general partner:	 	By:	 
	Genesis
    Partners IV Management	 	Name:	 
	 	 	 	Title:	 



 

	By:	 	 
	Name:	 	 
	Title:	 	 



 


 

	Agile
    Investment Group Ltd.	 	Olivier
    Maurice Maria Janssens



 

	By:	 	 
	Name:	 	 
	Title:	 	 



 


 

	Eddy
    Shalev	 	Olivier
    Maurice Maria Janssens



 


 

	Yigal
    and Anat Jacoby	 	Laurent
    Ascher



 

	Yael
    Maor	 


 


[Signature
page- Series B Preferred Share Purchase Agreement]


 




    	- 25-



    	 



    


 


Schedule
I


 


Investors;
Investment Amounts


 


	Investor	 	Investment
    Amount	 	Purchased
    Preferred B Shares 	 	 	Address
	Genesis Partners IV L.P.	 	US$ 1,515,000	 	 	29,383	 	 	Ackerstein Towers, Building B 11 Hamenofim Street Herzliya Pituach 4672562 Israel
	BRM Group Ltd.	 	US$ 2,500,000	 	 	48,487	 	 	10 Aloni St. , Tel Aviv
	Agile Inv. Group Ltd.	 	US$ 500,000	 	 	9,697	 	 	Belize City, Belize
	Olivier Maurice Maria Janssens	 	US$ 250,000	 	 	4,849	 	 	Antwerpen, Belgium
	Eddy Shalev	 	US$ 200,000	 	 	3,879	 	 	22 Cheil Mishmar St. Tel Aviv
	Aras Family LLC	 	US$ 100,000	 	 	1,939	 	 	3311 Sweetwater Messa Road, Malibu, CA, USA, 90265 (att. Errol Ginsberg)
	Yigal Jacoby	 	US$ 50,000	 	 	970	 	 	5 HaShemesh HaOla St., Ramot Hashavim
	Laurent Asscher	 	US$ 50,000	 	 	970	 	 	1 Avenue de Grnade Bretagne, Monaco
	Yael Maor	 	US$ 50,000	 	 	970	 	 	2 Shvil Hasavyon St., Kfar Shmaryahu
	Total	 	US$ 5,215,000	 	 	101,144	 	 	 



 




    	- 26-