Online Disruptive Technologies, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”).

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES
LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 

ONLINE DISRUPTIVE TECHNOLOGIES, INC. 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on Page 2 of this
      Subscription Agreement. You must reside outside North America to use
      this form.

	 	 
	2. 	
      DELIVER the Subscription Proceeds, in the form of
      bank draft or wire transfer (wire transfer instructions will be provided
      upon request), together with one originally executed copy of this entire
      Subscription Agreement to Online Disruptive Technologies, Inc. (the
      “Company”), at



3120 S. Durango Drive, Suite 305

Las Vegas, Nevada 89117 

or to such other address as is
provided by Eyal Davidovits, a director of the Company.

	3. 	
      EMAIL a copy of Page 2 of this Subscription
      Agreement to Giora Davidovits, CEO, GioraD@Savicell.com, to Robbie Manis,
      consultant, robbiem@savicell.com, and to Clark Wilson LLP, counsel for
      Online Disruptive Technologies, Inc., attention Bernard Pinsky
      (bip@cwilson.com).



Clark Wilson LLP are authorized to release any funds
received from Subscribers to Online Disruptive Technologies, Inc. immediately
upon receipt.




ONLINE DISRUPTIVE TECHNOLOGIES, INC. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from Online Disruptive Technologies, Inc.
(the “Company”) that number of common stocks of the Company, par value
$0.001 (the “Shares”) set out below at a price of $0.20 per Share. The
Subscriber agrees to be bound by the terms and conditions set forth in the
attached Subscription Agreement terms and conditions.

	 	Subscriber Information 	 
	 	Shares to be Purchased
  
	 	  	  	 	  	  
	 	 
    	 
    	 	Number
      of Shares: 	x $0.20 
	 	(Name of Subscriber) 	  	 	 
    	 
    
	 	  	  	 	= 
	 	Account Reference (if applicable): 	 
    	 	 
    	 
    
	 	  	  	 	Aggregate Subscription
      Price:$                                                                                                                                                    
	 	X 	 
    	 	(the “Subscription Proceeds”) 
	 	(Signature of Subscriber – if the
      Subscriber is an Individual) 	 	 
    	 
    
	 	  	  	 	  	  
	 	X 	 
    	 	  	  
		(Signature of Authorized Signatory –
      if the Subscriber is not an Individual) 		
      Please complete if purchasing as agent or trustee for
      a principal (beneficial purchaser) (a “Disclosed Principal”) and
      not purchasing as trustee or agent for accounts fully managed by
      it. 

		
	 	 	 	 	 
	 	(Name and Title of Authorized
      Signatory – if the Subscriber is not an Individual) 	 	 
    	 
    
	 		  	 	  	  
	 	  	  	 	(Name of Disclosed Principal) 
	 	  	  	 	  	  
	 	(SIN, SSN, or other Tax
      Identification Number of the Subscriber) 	 	  	  
	 	  	  	 	(Address of Disclosed Principal) 
	 	 
    	ISRAEL 	 	 
    	 
    
	 	(Subscriber’s Address, including city
      and state or residence) 	 	  	  
	 	  	  	 	(Account Reference, if applicable) 
	 	  	  	 	  	  
	 	  	  	 	  	  
	 	 
    	 
    	 	(SIN, SSN, or other Tax Identification Number of Disclosed
      Principal) 
	 	(Telephone Number) 	(Email Address) 	 	 
    	 
    
	 	  	  	 	  	  
	 	Register the Shares as set forth
      below: 	  	 	Deliver the Shares as set forth below:
  
	 	 	 	 	 
	 	  	  	 	  	  
	 	(Name to Appear on Share Certificate) 	  	 	(Attention - Name) 
	 	 	 	 	 
	 	  	  	 	  	  
	 	(Account Reference, if applicable) 	  	 	(Account Reference, if applicable) 
	 	 	 	 	 
	 	  	  	 	  	  
	 	 
    	 
    	 	(Address, including Postal Code) 
	 	(Address, including Postal Code) 	  	 	 
    	 
    
	 	  	  	 	  	  
	 	 
    	 
    	 	(Telephone Number) 


ACCEPTANCE 

The Company hereby accepts the subscription as set forth above
on the terms and conditions contained in this Subscription Agreement, as of the
27th day of May, 2015. 


	ONLINE DISRUPTIVE
      TECHNOLOGIES, INC. 
	 	  
	 	  
	Per:	 
	 	Authorized Signatory 



- 2 - 




THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”).

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES
LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 
(Offshore Subscribers
Only Outside North America) 

	TO: 	ONLINE DISRUPTIVE TECHNOLOGIES, INC. (the
      “Company”) 
	  	3120 S. Durango Drive, Suite 305 
	  	Las Vegas, Nevada, 89117 


Purchase of Shares 

	1. 	
      SUBSCRIPTION

	 	 
	1.1 	
      The undersigned (the “Subscriber”) hereby
      irrevocably subscribes for and agrees to purchase common shares (the
      “Shares”) in the amount set out on Page 2 of this Subscription
      Agreement, at a price of US $0.20 per Share (such subscription and
      agreement to purchase being the “Subscription”), for the total
      subscription price as set out on Page 2 of this Subscription Agreement
      (the “Subscription Proceeds”), which Subscription Proceeds are
      tendered herewith, on the basis of the representations and warranties and
      subject to the terms and conditions set forth herein.

	 	 
	1.2 	
      The Company hereby agrees to sell the Shares to the
      Subscriber on the basis of the representations and warranties and subject
      to the terms and conditions set forth herein. Subject to the terms hereof,
      the Subscription Agreement will be effective upon its acceptance by the
      Company. The Subscriber acknowledges that the offering of Shares
      contemplated hereby is not subject to any minimum aggregate subscription
      level.

	 	 
	1.3 	
      Unless otherwise provided, all dollar amounts referred to
      in this Subscription Agreement are in lawful money of the United States of
      America.

	 	 
	2. 	
      PAYMENT

	 	 
	2.1 	
      Subject to the fulfilment of the Company’s obligations
      hereunder, the Subscription Proceeds shall be wired directly to the
      Company in accordance with wire instructions that will be provided by the
      Company on request. Alternatively the Subscription Proceeds may be wired
      to Clark Wilson LLP, attorneys for the Company, and Clark Wilson LLP are
      authorized and instructed to immediately deliver the Subscription Proceeds
      to the Company.



- 3 - 




- 4 - 

	2.2 	
      The Company may treat the Subscription Proceeds as a
      non-interest bearing loan and may use the Subscription Proceeds prior to
      this Subscription Agreement being accepted by the Company and the
      certificates representing the Securities have been issued to the
      Subscriber.

	 	 
	2.3 	
      The Subscriber must complete, sign and return to the
      Company an executed copy of this Subscription Agreement.

	 	 
	2.4 	
      The Subscriber shall complete, sign and return to the
      Company as soon as possible, on request by the Company, any documents,
      questionnaires, notices and undertakings as may be required by regulatory
      authorities, stock exchanges and/or applicable law.

	 	 
	3. 	
      CLOSING

	 	 
	3.1 	
      Closing of the purchase and sale of the Shares shall
      occur on or before May 29, 2015, or on such other date or dates as may be
      mutually agreed by the Company and the Subscriber (the “Closing
      Date”), but there is no minimum number of Shares being offered. The
      Subscriber acknowledges that Shares may be issued to other subscribers
      under this offering (the “Offering”).

	 	 
	4. 	
      ACKNOWLEDGEMENTS OF SUBSCRIBER

	 	 
	4.1 	
      The Subscriber acknowledges and agrees
  that:




	 	(a) 	
      the Securities have not been registered under the U.S.
      Securities Act of 1933, as amended (the “1933 Act”), or under any
      securities or “blue sky” laws of any state of the United States and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to a U.S. Person, as that term is
      defined in Regulation “S” (“Regulation “S”) promulgated by the
      Securities and Exchange Commission (the “SEC”) pursuant to the 1933
      Act, except in accordance with the provisions of Regulation “S”, pursuant
      to an effective registration statement under the 1933 Act, or pursuant to
      an exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act, and in each case only in accordance with
      applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of any
      of the Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon information provided by the Company
      in this Subscription Agreement and information filed by the Company on
      EDGAR (the “Company Information”).

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Subscription
Agreement;







- 5 - 

	 	(f) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Subscriber will hold harmless the
      Company from any loss or damage it may suffer as a result of the
      Subscriber's failure to correctly complete this Subscription
    Agreement;

	 	 	 
	 	(g) 	
      the Subscriber and the Company will indemnify and hold
      harmless the other party and, where applicable, its respective directors,
      officers, employees, agents, advisors and shareholders from and against
      any and all loss, liability, claim, damage and expense whatsoever
      (including, but not limited to, any and all fees, costs and expenses
      whatsoever reasonably incurred in investigating, preparing or defending
      against any claim, lawsuit, administrative proceeding or investigation
      whether commenced or threatened) arising out of or based upon any
      acknowledgment, representation or warranty of the Subscriber or the
      Company and Savicell contained herein or in any other document furnished
      by the Subscriber, the Company or Savicell in connection herewith, being
      untrue in any material respect or any breach or failure by the Subscriber
      or the Company to comply with any covenant or agreement made by the
      Subscriber or the Company in connection therewith;

	 	 	 
	 	(h) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance
  with:




	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the Shares
      hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions.




	 	(j) 	
      the Subscriber has not acquired the Shares as a result
      of, and will not itself engage in, any “directed selling efforts” (as
      defined in Regulation S) in the United States in respect of any of the
      Shares which would include any activities undertaken for the purpose of,
      or that could reasonably be expected to have the effect of, conditioning
      the market in the United States for the resale of any of the Shares;
      provided, however, that the Subscriber may sell or otherwise dispose of
      any of the Shares pursuant to registration of any of the Shares pursuant
      to the 1933 Act and any applicable state securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;

	 	 	 
	 	(k) 	
      the Subscriber is not a U.S. Person (as defined in
      Regulation S), is outside the United States when receiving and executing
      this Subscription Agreement and is acquiring the Shares as principal for
      its own account or for account of the Disclosed Principal, as applicable,
      for investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalization thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in such Shares,
      other than the Disclosed Principal, if applicable;

	 	 	 
	 	(l) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;







- 6 - 

	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Shares through a person registered to
      sell securities and, as a consequence of acquiring the Shares pursuant to
      this exemption, certain protections, rights and remedies, including
      statutory rights of rescission or damages, will not be available to the
      Subscriber;

	 	 	 
	 	(n) 	
      the Shares are listed on the OTC Bulletin Board but no
      trading market exists, and no representation has been made to the
      Subscriber that a trading market for the Shares will develop;

	 	 	 
	 	(o) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Shares
      under the 1933 Act;

	 	 	 
	 	(p) 	
      neither the SEC, nor any other securities regulatory
      authority has reviewed or passed on the merits of the Shares;

	 	 	 
	 	(q) 	
      no documents in connection with this Offering have been
      reviewed by the SEC, nor by any other securities regulatory authority or
      state securities administrators;

	 	 	 
	 	(r) 	
      there is no government or other insurance covering any of
      the Shares; and

	 	 	 
	 	(s) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.




	5. 	
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      SUBSCRIBER

	 	 
	5.1 	
      The Subscriber hereby represents and warrants to and
      covenants with the Company, as of the date of this Agreement and as of the
      Closing Date (which representations, warranties and covenants shall
      survive the Closing Date) that:




	 	(a) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 
	 	(b) 	
      the Subscriber is not a “U.S. Person”, as defined in
      Regulation S;

	 	 	 
	 	(c) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person, as defined
      in Regulation S;

	 	 	 
	 	(d) 	
      the Subscriber is resident in the jurisdiction set out on
      Page 2 of this Subscription Agreement;

	 	 	 
	 	(e) 	
      the Subscriber:




	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Shares,

	 	 	 
	 	(ii) 	
      is purchasing the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Shares under the applicable securities laws of the securities regulators
      in the International Jurisdiction without the need to rely on any
      exemptions,







- 7 - 

	 	(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the
      Shares, and

	 	 	 
	 	(iv) 	
      represents and warrants that the acquisition of the
      Shares by the Subscriber does not trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and

	 	 	 
	 	C. 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;




	 	(f) 	
      the Subscriber is acquiring the Shares as principal, or
      for account of the Disclosed Principal, as applicable, and for investment
      only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it, or
      the Disclosed Principal, has no intention to distribute either directly or
      indirectly any of the Securities in the United States or to U.S. Persons
      (as defined in Regulation S);

	 	 	 
	 	(g) 	
      the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S) in the United States in
      respect of any of the Shares which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      any of the Shares; provided, however, that the Subscriber may sell or
      otherwise dispose of any of the Shares pursuant to registration of any of
      the Securities pursuant to the 1933 Act and any applicable state
      securities laws or under an exemption from such registration requirements
      and as otherwise provided herein;

	 	 	 
	 	(h) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(i) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      incorporation documents of, the Subscriber, or of any agreement, written
      or oral, to which the Subscriber may be a party or by which the Subscriber
      is or may be bound;

	 	 	 
	 	(j) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(k) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(l) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time, and can afford the complete loss of such
      investment;







- 8 - 

	 	(m) 	
      the Subscriber is able to fend for itself in the
      subscription, has the degree of knowledge, education and experience in
      financial and business matters as to enable the Subscriber to evaluate the
      merits and risks of the investment in the Shares and the
Company;

	 	 	 
	 	(n) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription Agreement, and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, the Subscriber shall promptly notify the Company;

	 	 	 
	 	(o) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(p) 	
      the Subscriber is not an underwriter of, or dealer in,
      the Company's Securities, nor is the Subscriber participating, pursuant to
      a contractual agreement or otherwise, in the distribution of the
      Shares;

	 	 	 
	 	(q) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Shares and the Company;

	 	 	 
	 	(r) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(s) 	
      the Subscriber is not aware of any advertisement in the
      United States of any of the Securities and is not acquiring the Shares as
      a result of any form of general solicitation or general advertising in the
      United States including advertisements, articles, notices or other
      communications published in any newspaper, magazine or similar media or
      broadcast over radio or television, or any seminar or meeting whose
      attendees have been invited by general solicitation or general
      advertising; and

	 	 	 
	 	(t) 	
      no person has made to the Subscriber any written or oral
      representations:




	 	(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or that application has been made to list
      and post any of the Securities of the Company on any stock
  exchange.




	5.2 	
      In this Subscription Agreement, the term “U.S. Person”
      shall have the meaning ascribed thereto in Regulation S promulgated under
      the 1933 Act and for the purpose of the Subscription Agreement includes
      any person in the United States.







- 9 - 

	6. 	
      REPRESENTATIONS AND WARRANTIES BY
      COMPANY

	 	 
	6.1 	
      The Company, on its behalf and on behalf of its only
      subsidiary, Savicell Diagnostic Ltd., an Israeli company
      (“Savicell”), hereby represents and warrants to and covenants with
      the Subscriber, as of the date of this Subscription Agreement and as of
      the Closing Date (which representations, warranties and covenants shall
      survive the Closing Date) that:




	 	(a) 	
      Incorporation; Authority. Each of Company and
      Savicell is duly incorporated and validly existing under the laws of the
      State of Nevada and the State of Israel, respectively, and has corporate
      power to own or lease its property and to carry on its business as now
      conducted and as proposed to be conducted pursuant to the Budget (as
      defined below). Each of Company and Savicell has obtained all necessary
      corporate and other authorizations and approvals to carry out its
      obligations hereunder. This Subscription Agreement when executed and
      delivered by or on behalf of the Company, shall be duly and validly
      authorized, executed and delivered by the Company and shall constitute the
      valid and legally binding obligations of the Company, legally enforceable
      against the Company in accordance with its respective terms.

	 	 	 
	 		
      Each of the Company and Savicell is solvent, has not
      committed an act of bankruptcy, has not proposed a compromise/arrangement
      with its creditors generally and has not taken any proceedings in this
      respect, has not taken any proceedings to have itself declared bankrupt,
      has not taken any proceedings to have a receiver appointed over its
      assets, has not had any execution enforceable upon any of its assets, and
      has not taken any action for voluntary winding-up. There has not been, and
      there are currently no, petition/proceedings for a receiving/liquidation/
      bankruptcy order filed against Company.

	 	 	 
	 	 	
      Share Capital. The authorized share capital of the
      Company is 500,000,000 shares of Common Stock with a par value of $0.001
      and the number of shares of Common Stock issued and outstanding is
      reported quarterly by the Company on EDGAR; and 20,000,000 shares of
      Preferred Stock with a par value of $0.001 of which none are currently
      issued and outstanding.

	 	 	 
	 	(b) 	
      The Shares, when issued and allotted in accordance with
      this Subscription Agreement, will be duly authorized, validly issued,
      fully paid, non-assessable, will have the rights, preferences, privileges,
      and restrictions set forth in the Articles, and will be free and clear of
      any liens, claims, encumbrances or third party rights of any kind
      (collectively: “Encumbrances”) and duly registered in the name of
      the Investor in the Company's register of shareholders. 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.




	7. 	
      ACKNOWLEDGEMENT AND WAIVER

	 	 
	7.1 	
      The Subscriber has acknowledged that the decision to
      purchase the Shares was made based solely on the Company Information and
      the representations in this Agreement and information filed by the Company
      on EDGAR. Because the Subscriber is not purchasing the Shares under a
      prospectus, the Subscriber will not have the civil protections, rights and
      remedies that would otherwise be available to the Subscriber under the
      securities laws in the United States, including statutory rights of
      rescission or damages.







- 10 - 

	8. 	
      REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON
      BY THE COMPANY

	 	 
	8.1 	
      The Subscriber acknowledges that the acknowledgements,
      representations and warranties contained herein are made by it with the
      intention that they may be relied upon by the Company and its legal
      counsel in determining the Subscriber's eligibility to purchase the Shares
      under applicable securities legislation, or (if applicable) the
      eligibility of others on whose behalf it is contracting hereunder to
      purchase the Shares under applicable securities legislation. The
      Subscriber further agrees that by accepting delivery of the certificates
      representing the Securities, it will be representing and warranting that
      the acknowledgements representations and warranties contained herein are
      true and correct as of the date hereof and the date of delivery and will
      continue in full force and effect notwithstanding any subsequent
      disposition by the Subscriber of all of the Securities.

	 	 
	9. 	
      REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON
      BY THE SUBSCRIBER

	 	 
	9.1 	
      The Company acknowledges that the acknowledgements,
      representations and warranties contained herein are made by them with the
      intention that they may be relied upon by the Subscriber and its legal
      counsel in determining the Company's eligibility to subscribe the Shares
      under applicable securities legislation, or (if applicable) the
      eligibility of others on whose behalf it is contracting hereunder to
      purchase the Shares under applicable securities legislation.

	 	 
	10. 	
      RESALE RESTRICTIONS

	 	 
	10.1 	
      The Subscriber acknowledges that any resale of any of the
      Securities will be subject to resale restrictions contained in the
      securities legislation applicable to the Subscriber or proposed
      transferee. The Subscriber acknowledges that none of the Securities have
      been registered under the 1933 Act or the securities laws of any state of
      the United States. The Securities may not be offered or sold in the United
      States unless registered in accordance with federal securities laws and
      all applicable state securities laws or exemptions from such registration
      requirements are available.

	 	 
	10.2 	
      The Subscriber acknowledges that restrictions on the
      transfer, sale or other subsequent disposition of the Securities by the
      Subscriber may be imposed by securities laws in addition to any
      restrictions referred to above, and, in particular, the Subscriber
      acknowledges and agrees that none of the Securities may be offered or sold
      to a U.S. Person or for the account or benefit of a U.S. Person (other
      than a distributor) prior to the end of the Distribution Compliance
      Period.

	 	 
	11. 	
      LEGENDING OF SUBJECT SECURITIES

	 	 
	11.1 	
      The Subscriber hereby acknowledges that that upon the
      issuance thereof, and until such time as the same is no longer required
      under the applicable securities laws and regulations, the certificates
      representing any of the Securities will bear a legend in substantially the
      following form:





	
      “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
      OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES
      TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
      OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
      OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
      PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
      1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO
      AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
  REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.” 








- 11 - 

	11.2 	
      The Subscriber hereby acknowledges and agrees to the
      Company making a notation on its records or giving instructions to the
      registrar and transfer agent of the Company in order to implement the
      restrictions on transfer set forth and described in this Subscription
      Agreement.

	 	 
	12. 	
      COSTS

	 	 
	12.1 	
      The Subscriber acknowledges and agrees that all costs and
      expenses incurred by the Subscriber (including any fees and disbursements
      of any special counsel retained by the Subscriber) relating to the
      purchase of the Shares shall be borne by the Subscriber.

	 	 
	13. 	
      GOVERNING LAW

	 	 
	13.1 	
      This Subscription Agreement is governed by the laws of
      the State of Massachusetts. The Subscriber, in its personal or corporate
      capacity and, if applicable, on behalf of each beneficial purchaser for
      whom it is acting, irrevocably attorns to the exclusive jurisdiction of
      the Courts of the State of Massachusetts.

	 	 
	14. 	
      SURVIVAL

	 	 
	14.1 	
      This Subscription Agreement, including without limitation
      the representations, warranties and covenants contained herein, shall
      survive and continue in full force and effect and be binding upon the
      parties hereto notwithstanding the completion of the purchase of the
      Shares by the Subscriber pursuant hereto.

	 	 
	15. 	
      ASSIGNMENT

	 	 
	15.1 	
      This Subscription Agreement is not transferable or
      assignable.

	 	 
	16. 	
      SEVERABILITY

	 	 
	16.1 	
      The invalidity or unenforceability of any particular
      provision of this Subscription Agreement shall not affect or limit the
      validity or enforceability of the remaining provisions of this
      Subscription Agreement.

	 	 
	17. 	
      ENTIRE AGREEMENT

	 	 
	17.1 	
      Except as expressly provided in this Subscription
      Agreement and in the agreements, instruments and other documents
      contemplated or provided for herein, this Subscription Agreement contains
      the entire agreement between the parties with respect to the sale of the
      Shares and there are no other terms, conditions, representations or
      warranties, whether expressed, implied, oral or written, by statute or
      common law, by the Company or by anyone else.

	 	 
	18. 	
      NOTICES

	 	 
	18.1 	
      All notices and other communications hereunder shall be
      in writing and shall be deemed to have been duly given if mailed or
      transmitted by any standard form of telecommunication. Notices to the
      Subscriber shall be directed to the delivery address on Page 2 and notices
      to the Company shall be directed to it at the address stated on the first
      page of this Subscription Agreement.







- 12 - 

	19. 	
      COUNTERPARTS AND ELECTRONIC MEANS

	 	 
	19.1 	
      This Subscription Agreement may be executed in any number
      of counterparts, each of which, when so executed and delivered, shall
      constitute an original and all of which together shall constitute one
      instrument. Delivery of an executed copy of this Subscription Agreement by
      electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy will be deemed to be
      execution and delivery of this Subscription Agreement as of the date
      hereinafter set forth.