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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): July 31, 2024 (July 31, 2024)
VIEWBIX
INC.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 000-15746
| Delaware |
|
68-0080601 |
| (State
of Incorporation) |
|
(I.R.S.
Employer Identification No.) |
| 3
Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel |
|
6971068 |
| (Address
of Registrant’s Office) |
|
(ZIP
Code) |
Registrant’s
Telephone Number, including area code: +972 73-391-2900
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Securities
Exchange Agreement
On
July 31, 2024, Viewbix Inc. (the “Company” or “Viewbix”), entered into an amended and restated securities exchange
agreement (the “Agreement”), with Metagramm Software Ltd., an Israeli company (“Metagramm”) that
amends and restates the prior securities exchange agreement entered into on July 30, 2024 between the Company and Metagramm, pursuant
to which Viewbix agreed to issue to the Metagramm 9.99% of its issued and outstanding capital stock on a post-closing basis, in exchange
for 19.99% of Metagramm’s issued and outstanding share capital on a post-closing basis. The Company and Metagramm each determined
that the anticipated synergy of the opposite party presented a mutual benefit, primarily through certain potential collaborative efforts
in both R&D and sales and marketing. The parties anticipate to close the Agreement following the effectiveness of an uplisting of
the Company’s shares to a national securities exchange.
The
Agreement contained customary representations, warranties and agreements by each of the Company and Metagramm. The representations, warranties
and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the
benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.
The
Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the terms of the Agreement
are qualified in their entirety by reference to such exhibit.
Item
3.02 Unregistered Sales of Securities Convertible or Exercisable into Equity Securities.
The
information regarding the issuance of securities set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02.
The
shares of common stock described in this Item 3.02 of this Current Report on Form 8-K have been or will be issued in reliance upon the
exemption from the registration requirements in Regulation S under the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
Viewbix
Inc. |
| |
|
|
| |
By: |
/s/
Amihay Hadad |
| |
Name: |
Amihay
Hadad |
| |
Title: |
Chief
Executive Officer |
Date:
July 31, 2024
Exhibit
10.1
AMENDED
AND RESTATED SECURITIES EXCHANGE AGREEMENT
This AMENDED AND RESTATED SECURITIES
EXCHANGE AGREEMENT (the “Agreement”) is entered into as of July 31, 2024 by and among Viewbix, Inc., a Delaware corporation,
with an office address of 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel, 6971068 (“Viewbix”) and Metagramm
Software Ltd., an Israeli company, with an office address 4 Hamelacha St. Netania, Israel (“Metagramm”). Viewbix and
Metagramm are each a “Party” and collectively, the “Parties” and replaces in its entirety the Securities
Exchange Agreement entered into between the Parties on July 30, 2024.
WHEREAS,
each of the Parties has evaluated the opposite Party’s business and operations, and has determined that the anticipated Exchange
(as defined herein) between the two Parties presents a mutual benefit to each of the Parties and their respective stockholders, which
the Parties anticipate to occur following, and contingent upon, the Closing (as defined herein) of the transactions contemplated hereunder;
and
WHEREAS, each of the Parties
believes that it is in its best interests, and the best interests of its respective stockholders, to exchange (the “Exchange”)
such number of shares of common stock of each respective party, such that, and in consideration thereof, upon the Closing Date, Viewbix
shall be issued 19.99% of the issued and outstanding capital stock of Metagramm as of immediately following the Closing (as defined herein)
(the “Metagramm Exchange Shares”) and Metagramm shall be issued 9.99% of the issued and outstanding capital stock
of Viewbix as of immediately following the Closing (the “Viewbix Exchange Shares” and together with the Metagramm
Exchange Shares, the “Exchange Shares”), all upon the terms and subject to the conditions set forth in this Agreement.
NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the
mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE
I
SECURITIES
EXCHANGE
Section
1.01 The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Viewbix shall
issue to Metagramm, and Metagramm shall issue to Viewbix, the Exchange Shares.
Section
1.02 Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”)
shall take place on the effective date of Viewbix’s uplist of its common stock to a national exchange, and subject to all conditions
precedent and obligations of the Parties to consummate such Transactions contemplated hereby, including as set forth in Section 1.03,
are satisfied or waived by the respective Party, at such location to be determined by the Parties (the “Closing Date”).
Either Party may terminate this Agreement in the event that the Closing Date shall not have occurred within thirty (30) days of the date
hereof (such date referred to herein as the “Outside Date”); provided, however, that the right to terminate
this Agreement pursuant to this Section shall not be available to any party hereto (i) whose actions or omissions have been a principal
cause of, or primarily resulted in, the failure of the Closing to occur on or before such date and such action or failure to act constitutes
a breach of this Agreement or (ii) that is in material breach of this Agreement.
Section
1.03 Conditions to Closing. The respective obligations of each of the Parties to effect the Closing shall be subject to the satisfaction
at or prior to the Closing of each of the following conditions:
(a)
Good Standing Certificate. Viewbix shall
have delivered to Metagramm a certificate of good standing and Metagramm shall have delivered a certificate of good standing (or the
equivalent thereof in the State of Israel), issued within two (2) business days of Closing, which certificate shall have been issued
by the governing entity of the relevant jurisdiction.
(b)
No Injunctions. In connection with each of
Viewbix and Metagramm, no statute, rule, regulation, order, decree, ruling or injunction shall have been enacted, entered, promulgated,
endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which in any material respect
restricts, prohibits or threatens to restrict or prohibit the consummation of any of the transactions contemplated herein.
(c)
Regulation S Questionnaire. Metagramm shall
have delivered to Viewbix a duly completed and executed Annex “A” – Regulation S Questionnaire.
(d)
Representations and Warranties. The representations
and warranties made by each of the Parties herein shall be true and correct in all material respects as of the date hereof and as of
the Closing with the same effect as if the representations and warranties were made as of the date hereof and as of the Closing.
(e)
Covenants. All covenants, agreements and
conditions contained in this Agreement to be performed by either Party on or prior to the Closing shall have been performed or complied
with in all material respects.
With
respect to the closing conditions listed in (h) and (i) above, the Parties shall deliver at the Closing an executed officer’s certificate
to such effect.
Section
1.04 Taxes. Viewebix and Metagramm shall separately bear the tax consequences arising from the issuances of the Exchange Shares.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF VIEWBIX
Viewbix
represents and warrants to, and covenants with, Metagramm that, as of the date hereof, except for those representations and warranties
and covenants that speak of a different date:
Section 2.01 Viewbix Exchange
Shares. The Viewbix Exchange Shares shall represent 9.99% of the issued and outstanding share capital of Viewbix as of the Closing
Date (as of immediately following the Closing).
Section
2.02 Organization, Standing and Corporate Power of Viewbix. Viewbix is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties
and other assets and to carry on its business as now being conducted. Viewbix is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification
or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate)
would not have a Material Adverse Effect with respect to Viewbix. As used in this Agreement, the term “Material Adverse Effect”
or “Material Adverse Change” shall mean any change or effect that either individually or in the aggregate with all other
such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations
of each of the Parties taken as a whole.
Section
2.03 Capital Structure. The authorized capital stock of Viewbix consists of (i) 490,000,000 shares of common stock, $0.0001 par
value, of which (a) 18,839,686 shares are issued and outstanding on a pre-reverse split basis as of the date of the hereof and (b) 28,405,684
shares of common stock on a pre-reverse split basis underlying options or warrants of which are outstanding as of the date hereof and
(c) 6,031,828 shares of common stock on a pre-reverse split basis that Viewbix has committed to issue to certain recipients following
the date hereof, and (ii) 10,000,000 shares of preferred stock, $0.0001 par value, of which none are issued and outstanding. Except as
disclosed in the Viewbix Reports (as defined below) and as set forth herein, there are no outstanding bonds, debentures, notes or other
indebtedness or other securities of Viewbix having the right to vote (or convertible into, or exchangeable for, securities having the
right to vote) on any matters of which stockholders of Viewbix are entitled to vote on. Except as disclosed in Viewbix Reports and as
set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which Viewbix is a party or by which it is bound obligating Viewbix to issue, deliver or sell, or cause to be issued,
delivered or sold, additional common stock of Viewbix or other equity or voting securities of Viewbix or obligating Viewbix to issue,
grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There
are no outstanding contractual obligations, commitments, understandings or arrangements of Viewbix to repurchase, redeem or otherwise
acquire or make any payment in respect of any common stock of Viewbix or any other securities of Viewbix. There are no agreements or
arrangements pursuant to which Viewbix is or could be required to register Viewbix’ common stock or other securities under the
Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any holders of
Viewbix or with respect to any securities of Viewbix. The issuance of the Viewbix Exchange Shares will not trigger any anti-dilution
rights of any existing securities of Viewbix.
Section
2.04 Authority; Non-Contravention. Viewbix has all requisite authority to enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery of this Agreement by Viewbix and the consummation by Viewbix of the transactions
contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part
of Viewbix. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Viewbix, enforceable
in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated
by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation
of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration
of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any
lien upon any of the properties or assets of Viewbix under, (i) the charter documents of Viewbix, (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Viewbix
or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following
sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Viewbix or their
respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults,
rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Viewbix or could
not prevent, hinder or materially delay the ability of Viewbix to consummate the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by
or with respect to Viewbix in connection with the execution and delivery of this Agreement by Viewbix or the consummation by Viewbix,
as the case may be, of any of the transactions contemplated by this Agreement.
Section
2.05 Company Reports. Since January 1, 2023, Viewbix has filed all forms, reports and documents with the U.S. Securities and Exchange
Commission (“SEC”) that have been required to be filed by it under applicable laws prior to the date hereof (all
such forms, reports and documents, together with all documents filed or furnished on a voluntary basis and all exhibits and schedules
thereto, the “Viewbix Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date
of this Agreement, on the date of such amended or superseded filing), (i) each Viewbix Report complied as to form in all material respects
with the applicable requirements of the Securities Act, the Exchange Act, and/or the Sarbanes-Oxley Act, as the case may be, each as
in effect on the date such Viewbix Report was filed, and (ii) each Viewbix Report did not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. To the knowledge of Viewbix, none of the Viewbix Reports is the subject of ongoing SEC review or
investigation. The financial statements included in the Viewbix Reports comply in all material respects with the applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The financial statements
included in the Viewbix Reports have been prepared in accordance with generally accepted accounting principles in the United States applied
on a consistent basis (“GAAP”), and fairly represent the financial position of Viewbix and as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
year-end audit adjustments and the omission of certain footnotes. Except as set forth in the Viewbix Reports, Viewbix has no liabilities
or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet
of Viewbix or in the notes thereto. As of the Closing, all liabilities of Viewbix shall have been paid off and shall in no event remain
liabilities of Viewbix following the Closing, other than immaterial liabilities that will be scheduled prior to the Closing Date.
Section
2.06 Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or, to the knowledge of Viewbix, threatened against Viewbix.
Viewbix is not subject to any order, writ, judgment, injunction, decree or award of any court or any governmental authority.
Section
2.07 Compliance. Viewbix has not been advised, nor does Viewbix have reason to believe, that it is not conducting its business
in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business.
Section
2.08 Material Agreements. All material agreements to which Viewbix is a party are included as part of or specifically identified
in the Viewbix Reports to the extent required by the rules and regulations of the SEC as in effect at the time of filing (“Viewbix
Material Agreements”). Except for the Viewbix Material Agreements, Viewbix has no material contracts. To Viewbix’ Knowledge,
neither Viewbix nor any other party to the Viewbix Material Agreements, is in breach of or default under any of such contracts.
Section
2.9 Taxes. Except as disclosed in the Viewbix Reports or as set forth in Schedule 2.9, Viewbix has filed all necessary
federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and Viewbix has no
knowledge of a tax deficiency which has been or might be asserted or threatened against it.
Section
2.10 Conformity of Descriptions. The Viewbix Exchange Shares, when issued, will conform in all material respects to the descriptions
of Viewbix’ shares of common stock contained in the Viewbix Reports and other filings with the SEC.
Section
2.11 Disclosure Controls. Viewbix has disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange
Act of 1934, as amended) that are designed to ensure that material information relating to Viewbix is made known to Viewbix’ principal
executive officer and Viewbix’ principal financial officer or persons performing similar functions.
Section
2.12 Acquisition of Metagramm Capital Stock for Investment.
(a)
Purchase Entirely for Own Account. Metagramm Exchange Shares proposed to be acquired by Viewbix hereunder will be acquired for
investment for Viewbix’ own account and not as a nominee or agent, and not with a view to the resale or distribution of any part
thereof, and Viewbix has no present intention of selling, granting any participation in or otherwise distributing the Metagramm Exchange
Shares, except in compliance with applicable securities laws. Viewbix further represents that it does not have any contract, undertaking,
agreement or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the Metagramm Exchange
Shares. For purposes of this Agreement, “Person” means any individual, partnership, corporation, association, joint stock
company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision
thereof) or other entity.
(b)
Viewbix (i) can bear the economic risk of its investment and (ii) possesses such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of its investment in Metagramm and its securities.
(c)
Viewbix understands that the Metagramm Exchange Shares will be issued pursuant to an exemption from the requirement to provide Viewbix
with a prospectus and as a result (i) certain protections, rights and remedies provided by the Securities Law, 5728-1968 (the “Securities
Law”), including statutory rights of rescission and certain statutory remedies against an issuer, auditors, directors and officers
that are available to investors who acquire securities offered by a prospectus, will not be available to Viewbix, (ii) the Securities
Law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired
in a private placement, (iii) Viewbix may not receive information that would otherwise be required to be given under the Securities Law,
and (iv) Metagramm is relieved from certain obligations that would otherwise apply under the Securities Law. The certificates or direct
registration system ownership statement representing the Metagramm Exchange Shares issued to Viewbix shall be endorsed with the following
legends, in addition to any other legend required to be placed thereon by applicable securities laws:
“THE
SECURITIES REPRESENTED HEREBY ARE NOT TRADED ON THE TEL-AVIV STOCK EXCHANGE OR ANY OTHER SECURITIES EXCHANGE OR MARKET AND MAY ONLY BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR HYPOTHECATED IN A TRANSACTION CONCERNING WHICH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH TRANSACTION IS NOT IN CONTRAVENTION OF APPLICABLE SECURITIES LAWS. THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED
OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”
(d)
Viewbix acknowledges that neither Metagramm nor any of its directors, employees, officers, affiliates or agents has made any written
or oral representations (i) that any person will resell or repurchase the Metagramm Exchange Shares, (ii) that any person will refund
all or any part of the consideration paid by Viewbix for the Metagramm Exchange Shares, (iii) as to the future price or value of the
Metagramm Exchange Shares, or (iv) there are risks associated with the purchase of the Metagramm Exchange Shares and no securities commission,
agency, governmental authority, regulatory body, stock exchange or similar authority has reviewed or passed on the merits of the Metagramm
Exchange Shares or made any recommendations or endorsement with respect to the Metagramm Exchange Shares.
(e)
Viewbix acknowledges that it has carefully reviewed such information as it has deemed necessary to evaluate an investment in Metagramm
and its securities. To the full satisfaction of Viewbix, it has been furnished all materials that it has requested relating to Metagramm
and the issuance of the Metagramm Exchange Shares hereunder.
(f)
Viewbix acknowledges that the Metagramm Exchange Shares have not been and will not be registered under the Securities Act or the securities
laws of any state of the United States and that the Metagramm Exchange Shares may
not be offered, pledged, sold, assigned or otherwise transfered, directly or indirectly, to, or for the account or benefit of, a person
in the United States or a U.S. person without registration under the Securities Act and applicable state securities laws or compliance
with the requirements of an exemption from such registration, and it acknowledges that Metagramm has no present intention of filing or
obligation to file a registration statement under the Securities Act or applicable state securities laws in respect of the issuance or
resales of such securities. “United States” and “U.S. person” have the respective meanings
assigned to such terms in Rule 902 of Regulation S (“Regulation S”) under the Securities Act.
Section
2.13 Additional Financing. Viewbix is aware that: (i) Metagramm may complete additional financings in the future in order to develop
its business and to fund its ongoing development; (ii) there is no assurance that such financings will be available and, if available,
on reasonable terms; (iii) any such future financings may have a dilutive effect on Metagramm’s securityholders, including Viewbix;
and (iv) if such future financings are not available, Metagramm may be unable to fund its on-going development and the lack of capital
resources may result in the failure of Metagramm’s business.
Section
2.14 Disclosure. All disclosure provided to Metagramm regarding Viewbix, its business and the transactions contemplated hereby,
including the exhibits to this Agreement, furnished by Viewbix with respect to the representations and warranties made herein are true
and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,
not misleading.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF METAGRAMM
Metagramm
represents and warrants to Viewbix that, as of the date hereof, except for those representations and warranties that speak of a different
date:
Section 3.01 Metagramm Exchange
Shares. The Metagramm Exchange Shares shall represent 19.99% of the issued and outstanding share capital of Metagramm as of the Closing
Date (as of immediately following the Closing).
Section
3.02 Organization, Standing and Corporate Power of Metagramm. Metagramm is duly incorporated, validly existing and in good standing
under the laws of Israel with respect to the filing of annual reports with the Registrar of Companies of Israel and has the requisite
corporate power and authority to own, lease and operate its properties and other assets and to carry on its business as now being conducted.
Metagramm is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where
the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to
the Company.
Section
3.03 Capital Structure. The authorized share capital of Metagramm consists of 10,000,000 common shares with par value of NIS 0.001
each, of which 666,643 shares are issued and outstanding as of the date hereof. Except as disclosed in Schedule 3.03(a), there are no
outstanding bonds, debentures, notes or other indebtedness or other securities of Metagramm having the right to vote (or convertible
into, or exchangeable for, securities having the right to vote) on any matters of which stockholders of Metagramm are entitled to vote
on. Except as disclosed in Schedule 3.03(b), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements,
arrangements or undertakings of any kind to which Metagramm is a party or by which it is bound obligating Metagramm to issue, deliver
or sell, or cause to be issued, delivered or sold, additional common stock of Metagramm or other equity or voting securities of Metagramm
or obligating Metagramm to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement,
arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Metagramm
to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of Metagramm or any other securities of
Metagramm. There are no agreements or arrangements pursuant to which Metagramm is or could be required to register Metagramm’s
common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of Metagramm
or with respect to any securities of Metagramm. The issuance of the Metagramm Exchange Shares will not trigger any anti-dilution rights
of any existing securities of Metagramm. The Metagramm Exchange Shares will, at the time of issue, be duly allotted, validly issued,
fully paid and non-assessable and will be free of all liens, charges and encumbrances.
Section
3.04 Authority; Non-Contravention. Metagramm has all requisite authority to enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The individual signing this Agreement on behalf of Metagramm has been duly authorized by Metagramm to
do so. The execution and delivery of this Agreement by Metagramm and the consummation by Metagramm of the transactions contemplated by
this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Metagramm. This
Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Metagramm, enforceable in accordance
with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this
Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default
(with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or
“put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien
upon any of the properties or assets of Metagramm under, (i) the charter documents of Metagramm, (ii) any loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Metagramm or
their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence,
any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Metagramm or their respective
properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights,
losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to the Company or could not
prevent, hinder or materially delay the ability of Metagramm to consummate the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by
or with respect to Metagramm in connection with the execution and delivery of this Agreement by Metagramm or the consummation by Metagramm,
as the case may be, of any of the transactions contemplated by this Agreement.
Section
3.05 Financial Statements; No Undisclosed Liabilities.
(a)
Except for the Company’s obligation to repay a loan extended to the Company by certain lenders and shareholders, of which is outstanding,
in an aggregate amount of NIS1,307 thousands as of July 25, 2024 and as further detailed in Schedule 3.05, Metagramm has no liabilities
or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, which, individually
and in the aggregate, do not exceed US$20,000; (ii) obligations under contracts and commitments incurred in the ordinary course of business;
and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in its financial statements, which,
individually and in the aggregate do not exceed US$10,000.
(b)
Metagramm is not a guarantor or indemnitor of any debt or obligation of another, nor has Metagramm given any loan, security or otherwise
agreed to become liable for any obligation of any person. No person has given any guarantee of, or security for, any obligation of Metagramm.
Metagramm did not extend any loans or advances to any person, other than advances for expenses to its employees in the ordinary course
of business.
Section
3.06 Assets and Properties. Metagramm has good and marketable title to all of the tangible or personal properties and assets owned
by Metagramm, which are material to the business of Metagramm as currently conducted, and such properties and assets are free and clear
of all mortgages, deeds of trust, liens, pledges, charges, security interests, conditional sale agreement, loans and encumbrances, except
for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary
course of business and do not materially impair Metagramm’s ownership or use of such property or assets. With respect to the tangible
property and assets it leases, Metagramm is in compliance in all material respects with such leases and, to its knowledge, holds a valid
leasehold or license interest free of any liens, pledges, charges, security interest, claims or encumbrances, other than those of the
lessors of such property or assets. Metagramm does not own any real property.
Section
3.06 Intellectual Property. Metagramm has, or has rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). Metagramm has not received a notice (written or otherwise) that any of, its material
Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within
two (2) years from the date of this Agreement. Metagramm has not received, since January 1, 2020, a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe (and will not infringe) upon the rights of any Person, except
as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge Metagramm, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. Metagramm
has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except
where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Metagramm
has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights.
Metagramm has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that
are necessary to conduct its business. For purposes of this Section, “knowledge”, including the phrase “to Metagramm’s
knowledge” (or similar phrases), when used in this Section 3.06 (Intellectual Property) shall mean the actual knowledge
of Metagramm, without conducting any patent search, freedom to operate, infringement, or any similar search.
Section
3.07 Labor Matters.
(a)
Metagramm has complied, in all material respects, with all applicable employment laws, policies, procedures and agreements relating to
employment, and terms and conditions of employment. Metagramm has paid in full to all of its respective employees and consultants all
wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees or consultants on or prior to
the date of this Agreement. Metagramm has complied in all material respects with the applicable laws relating to the proper withholding
and remittance 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. To Metagramm’s knowledge, all persons classified by Metagramm as consultants or contractors thereof are
correctly classified as such and not as employees for any purpose. Metagramm’s liability for any obligations to pay any amount
of severance payment, pension, accrued vacation, and other social benefits and contributions, under applicable law or contract, or any
other payment of substantially the same nature, is fully funded by deposit of funds in severance funds, pension funds, managers insurance
policies or provident funds (and if not required to be so funded) adequate provisions have been made in Metagramm’s Financial Statements.
(b)
Metagramm is not a party to, bound by or subject to, and no employee of Metagramm benefits from, any collective bargaining agreement,
collective labor agreement, extension orders (tzavei harchava) (other than extension orders that apply to all employees in Israel
generally), or other contract or arrangement with a labor union, trade union or other organization or body, to provide benefits or working
conditions beyond the minimum benefits and working conditions required by applicable law. No labor union has requested or has sought
to represent any of the employees, representatives or agents of Metagramm, nor is Metagramm aware of any labor organization activity
involving its employees. There is no strike or other labor dispute involving Metagramm pending or, to Metagramm’s knowledge, threatened.
Section
3.08 Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or, to the knowledge of Metagramm, threatened against Metagramm.
Metagramm is not subject to any order, writ, judgment, injunction, decree or award of any court or any governmental authority.
Section
3.09 Compliance. Metagramm has not been advised, nor does Metagramm have reason to believe, that it is not conducting its business
in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business.
Section
3.10 Material Agreements. All material agreements to which Metagramm is a party are included as part of or specifically identified
in Schedule 3.07 (“Metagramm Material Agreements”). Except for the Metagramm Material Agreements, Metagramm has no
material contracts. To Metagramm’s Knowledge, neither Metagramm nor any other party to the Metagramm Material Agreements, is in
breach of or default under any of such contracts.
Section
3.11 Taxes. Metagramm has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued
all taxes shown as due thereon, and Metagramm has no knowledge of a tax deficiency which has been or might be asserted or threatened
against it.
Section
3.12 Conformity of Descriptions. The Metagramm Exchange Shares, when issued, will conform in all material respects to the descriptions
of Metagramm’s common shares.
Section
3.13 Acquisition of Viewbix Capital Stock for Investment.
(a)
Purchase Entirely for Own Account. Viewbix Exchange Shares proposed to be acquired by Metagramm hereunder will be acquired for
investment for Metagramm’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and Metagramm has no present intention of selling, granting any participation in or otherwise distributing the Viewbix
Exchange Shares, except in compliance with applicable securities laws. Metagramm further represents that it does not have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the Viewbix
Exchange Shares.
(b)
Metagramm (i) can bear the economic risk of its investment and (ii) possesses such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of its investment in Viewbix and its securities.
(c)
Metagramm understands that the sale of the Viewbix Exchange Shares is not registered under the Securities Act and that the issuance hereof
to Metagramm is intended to be exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder (“Regulation
S”). Metagramm is, and on each date on which it exercises any warrants to purchase shares of Viewbix common stock, it will
be either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9) or (a)(12) under
the Securities Act or, if not an accredited investor, otherwise meets the suitability requirements of Regulation D and Section 4(a)(2)
of the Securities Act; (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act; or (iii)
a “non-US person,” as such term is defined in Regulation S and as set forth in Annex A hereto. The certificates representing
the Viewbix Exchange Shares issued to Metagramm shall be endorsed with the following legends, in addition to any other legend required
to be placed thereon by applicable securities laws:
“[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES [AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS SECURITY] NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1)
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL
AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
[OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER
CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.”
(d)
Metagramm acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has received, considered
or passed upon the accuracy or adequacy of the information and representations made in this Agreement.
(e)
Metagramm acknowledges that it has carefully reviewed such information as it has deemed necessary to evaluate an investment in Viewbix
and its securities. To the full satisfaction of Metagramm, it has been furnished all materials that it has requested relating to Viewbix
and the issuance of the Viewbix Exchange Shares hereunder.
(f)
Metagramm understands that the Viewbix Exchange Shares may not be sold, transferred, or otherwise disposed of without registration under
the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Viewbix Exchange
Shares or any available exemption from registration under the Securities Act, the Viewbix Exchange Shares may have to be held indefinitely
and Metagramm further acknowledges that the Viewbix Exchange Shares may not be sold pursuant to Rule 144 promulgated under the Securities
Act unless all of the conditions of Rule 144 are satisfied, including, without limitation, Metagramm’s compliance with the reporting
requirements under the Exchange Act.
(g)
Metagramm has conducted its own investigation with respect to Viewbix, its business and the Viewbix Exchange Shares; has received or
otherwise had access to all information regarding Viewbix that it believes is necessary or appropriate in connection with the purchase
of the Viewbix Exchange Shares, including financial and other information which has been publicly filed by Viewbix with the SEC through
EDGAR; (c) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other considerations
relevant to its investment in Viewbix; and (d) has such knowledge and experience in financial and business matters in order to evaluate
the merits and risks of its prospective investment in Viewbix.
(h)
Metagramm is an Israeli company, and:
| (i) | is
not a U.S. Person and is not purchasing the Viewbix Exchange Shares for the account of or
benefit of a U.S. Person or a person within the United States; |
| (ii) | was
not offered the Viewbix Exchange Shares in the United States; |
| (iii) | did
not execute or deliver this Agreement, in the United States; |
| (iv) | did
not cause any buy order for the Viewbix Exchange Shares to originate in the United States; |
| (v) | has
no intention to distribute either directly or indirectly any of the Viewbix Exchange Shares
in the United States, and Metagramm will not offer, sell or otherwise transfer, directly
or indirectly, any of the Viewbix Exchange Shares in the United States or to, or for the
account or benefit of, a U.S. Person or person in the United States except pursuant to registration
under the 1933 Act and the securities laws of all applicable states, or pursuant to available
exemptions therefrom; |
| (vi) | did
not receive the offer to purchase the Viewbix Exchange Shares as a result of, nor will it
engage in, any directed selling efforts (as defined in Regulation S); |
| (vii) | is
a “non-US person” as defined in Regulation S as promulgated under the Securities
Act. |
Section
3.15 Additional Legend; Consent. Additionally, the Viewbix Exchange Shares will bear any legend required by the “blue sky”
laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended and Metagramm consents
to Viewbix making a notation on its records or giving instructions to any transfer agent of the Viewbix Exchange Shares in order to implement
the restrictions on transfer of the Viewbix Exchange Shares.
Section
3.16 Disclosure. All disclosure provided to Viewbix regarding Metagramm, its business and the transactions contemplated hereby,
including the exhibits to this Agreement, furnished by Metagramm with respect to the representations and warranties made herein are true
and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,
not misleading.
ARTICLE
IV
COVENANTS
Section
4.01 Securities Law Compliance. Each of Viewbix and Metagramm understand and agree that the consummation of this Agreement, including
the issuance of the Viewbix Exchange Shares to Metagramm in exchange for the issuance of the Metagramm Exchange Shares to Viewbix upon
Closing as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes.
Each of Viewbix and Metagramm agree that such transactions shall be consummated in reliance on exemptions from the registration requirements
of such laws, which depend, among other items, on the circumstances under which such securities are acquired. Furthermore, in connection
with the transactions contemplated by this Agreement, Viewbix and Metagramm shall each file, with the assistance of the other and their
respective legal counsel, such notices, applications, reports or other instruments as may be deemed by them to be necessary or appropriate
in an effort to document reliance on, as applicable, registration and prospectus exemptions, all to the extent and in the manner as may
be deemed by the Parties to be appropriate.
Section
4.02 Access to Information; Confidentiality.
(a)
The Parties hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to
any other party and its representatives reasonable access during normal business hours during the period prior to the Closing Date of
the Agreement to its properties, books, contracts, commitments, personnel and records and, during such period, the parties shall, and
shall cause each of its officers, employees and representatives to, furnish promptly to any other party all information concerning its
business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For
the purposes of determining the accuracy of the representations and warranties of each Party set forth herein and compliance by each
Party of its obligations hereunder, during the period prior to the Closing Date of the Exchange, each party shall provide each other
party and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel
and records as may be necessary to enable each party to confirm the accuracy of the representations and warranties of each other party
set forth herein and compliance by each party of their obligations hereunder, and, during such period, cause its, officers, employees
and representatives to, furnish promptly to each party upon its request (i) a copy of each report, schedule, registration statement and
other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information
concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably
request. Except as required by law, each party will hold, and will cause its respective directors, officers, employees, accountants,
counsel, financial advisors and other representatives to hold, any nonpublic information concerning another party in strict confidence.
(b)
No investigation pursuant to this Section shall affect any representations or warranties of the parties herein or the conditions to the
obligations of the parties hereto.
Section
4.03 Commercially Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the
parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective,
in the most expeditious manner practicable, the Exchange and the other transactions contemplated by this Agreement. The Parties hereto
will use their commercially reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings are
required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained,
would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable
law or regulation or from any governmental authorities or third parties in connection with the transactions contemplated by this Agreement,
and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain
any such consents, approvals, permits or authorizations. The Parties hereto shall mutually cooperate in order to facilitate the achievement
of the benefits reasonably anticipated from the Exchange.
Section
4.04 Valid Issuances. Each of Viewbix and Metagramm covenant and agree that upon issuances, all of the Exchange Shares issued
pursuant to this Agreement shall be duly authorized, validly issued, fully paid and nonassessable.
Section
4.05 Further Assurances. Subject to the terms and conditions herein provided, each Party shall use its reasonable best efforts
to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.
ARTICLE
V
MISCELLANEOUS
Section
5.1 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement, shall
be governed by the internal laws of the State of Israel, without giving effect to any choice of law or conflict of law provision or rule
that would cause the application of the laws of any jurisdictions other than the State of Israel. Each Party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the State of Israel, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such Party at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law.
Section
5.2 Notices. All notices or other communications required or permitted by this Agreement shall be in writing and addressed as
follows:
| |
If
to Viewbix: |
Attn:
Amihay Hadad |
| |
|
Address:
3 Hanehoshet St, Building B, 7th floor
Tel
Aviv, Israel 6971068 |
| |
|
Tel:
+972-53-6666611 |
| |
|
Email:
amihay@gix-internet.com |
| |
|
|
| |
If
to Metagramm: |
Attn:
Amit Greener |
| |
|
Address:
6 Erez St., Even Yehuda, Israel |
| |
|
Tel:
+972-54-8138873 |
| |
|
Email:
amit.greener@gmail.com> |
or
such other addresses as shall be furnished in writing by any Party in the manner for giving notices hereunder.
Notice
shall be deemed to have been duly received: (a) if given email, when transmitted and the appropriate confirmation received, as applicable,
if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following
transmission; (b) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being
deposited in the U.S. mail; and (c) if given by courier, messenger or other means, when received or personally delivered and, in any
such case, addressed as indicated herein, or to such other addresses as may be specified by any Party to the other Parties pursuant to
notice given by such Party in accordance with the provisions of this Section 5.03.
Section
5.3 Attorneys Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from
any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including, without
limitation, reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
Section
5.4 Third Party Beneficiaries. This contract is strictly between Viewbix and Metagramm and, except as specifically provided, no
other Person shall be deemed to be a third party beneficiary of this Agreement.
Section
5.5 Expenses. Each Party shall bear the expenses, including legal, accounting and professional fees, incurred in connection with
this Agreement and any other agreements in connection therewith, the Exchange or any of the other transactions contemplated hereby.
Section
5.6 Entire Agreement. This Agreement and the related documents referenced herein represent the entire agreement between the Parties
relating to the subject matter hereof, and supersedes all prior agreements, understandings and negotiations, written or oral, with respect
to such subject matter.
Section
5.7 Survival; Termination. The representations, warranties and covenants of the respective Parties shall survive the consummation
of the transactions herein contemplated for a period of two years.
Section
5.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all
of which taken together shall be but a single instrument. Signatures delivered by email shall be deemed original signatures.
Section
5.9 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether
conferred herein, at law or in equity, and may be enforced concurrently therewith, and no waiver by any Party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other default then, theretofore or thereafter occurring or
existing. This Agreement may by amended by a writing signed by all Parties, with respect to any of the terms contained herein, and any
term or condition of this Agreement may be waived or the time for performance may only be extended by a writing signed by the Party or
Parties for whose benefit the provision is intended.
[Signature
pages follow]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.
| |
VIEWBIX, INC. |
| |
|
|
| |
By |
|
| |
Name: |
Amihay Hadad |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
METAGRAMM
Software ltd. |
| |
|
|
| |
By: |
|
| |
Name: |
Amit Greener |
| |
Title: |
Chief Executive Officer |
[Signature
page to Securities Exchange Agreement]
ANNEX
A
Regulation
S Questionnaire
The
information contained herein is being furnished to the Company in order for the Viewbix Inc. (the “Company”) to determine
whether the undersigned’s receipt of the Company’s common stock (the “Securities”) in connection with an exchange
of common stock with the Company may be accepted pursuant to Rule 903 of Regulation S promulgated under the Securities Act of 1933, as
amended (the “Securities Act”). The undersigned understands that (i) the Company will rely upon the following information
for purposes of complying with Federal and applicable state securities laws, (ii) the Securities will not be registered under the Securities
Act in reliance upon the exemption from registration provided by Rule 903 of Regulation S of the Securities Act, and (iii) this representation
letter is not an offer to sell nor the solicitation of an offer to buy any Securities, or any other securities, to the undersigned. Capitalized
terms used herein but not otherwise defined shall have the meanings assigned to them in that certain Securities Exchange Agreement dated
March 31 2023, by and among the undersigned and the Company (the “Agreement”).
| 1. | At
the time of (a) the offer by the Company and (b) the acceptance of the offer by such person
or entity, of the Securities, such person or entity was outside the United States. |
| 2. | Such
person or entity is acquiring the Securities for such Purchaser’s own account, for
investment and not for distribution or resale to others and is not purchasing the Securities
for the account or benefit of any U.S. person, or with a view towards distribution to any
U.S. person, in violation of the registration requirements of the Securities Act. |
| 3. | Such
person or entity will make all subsequent offers and sales of the Securities either (x) outside
of the United States in compliance with Regulation S; (y) pursuant to a registration under
the Securities Act; or (z) pursuant to an available exemption from registration under the
Securities Act. Specifically, such person or entity will not resell the Securities to any
U.S. person or within the United States prior to the expiration of a period commencing on
the Closing Date and ending on the date that is one year thereafter (the “Distribution
Compliance Period”), except pursuant to registration under the Securities Act or an
exemption from registration under the Securities Act. |
| 4. | Such
person or entity has no present plan or intention to sell the Securities in the United States
or to a U.S. person at any predetermined time, has made no predetermined arrangements to
sell the Securities and is not acting as a distributor of such securities. |
| 5. | Neither
such person or entity, its affiliates nor any person acting on behalf of such person or entity,
has entered into, has the intention of entering into, or will enter into any put option,
short position or other similar instrument or position in the U.S. with respect to the Securities
at any time after the Closing Date through the Distribution Compliance Period except in compliance
with the Securities Act. |
| 6. | Such
person or entity consents to the placement of a restrictive legend on any certificate or
other document evidencing the Securities, relating to the fact that the Securities are not
registered under the Securities Act. |
| 7. | Such
person or entity is not acquiring the Securities in a transaction (or an element of a series
of transactions) that is part of any plan or scheme to evade the registration provisions
of the Securities Act. |
| 8. | Such
person or entity has sufficient knowledge and experience in finance, securities, investments
and other business matters to be able to protect such person’s or entity’s interests
in connection with the transactions contemplated by the Agreement. |
| 9. | Such
person or entity has consulted, to the extent that it has deemed necessary, with its tax,
legal, accounting and financial advisors concerning its investment in the Securities. |
| 10. | Such
person or entity understands the various risks of an investment in the Securities and can
afford to bear such risks for an indefinite period of time, including, without limitation,
the risk of losing its entire investment in the Securities. |
| 11. | Such
person or entity has had access to the Company’s publicly filed reports with the Securities
and Exchange Commission and has been furnished with all other public information regarding
the Company that such person or entity has requested and all such public information is sufficient
for such person or entity to evaluate the risks of investing in the Securities. |
| 12. | Such
person or entity has been afforded the opportunity to ask questions of and receive answers
concerning the Company and the terms and conditions of the issuance of the Securities. |
| 13. | Such
person or entity is not relying on any representations and warranties concerning the Company
made by the Company or any officer, employee or agent of the Company, other than those contained
in the Agreement. |
| 14. | Such
person or entity will not sell or otherwise transfer the Securities unless either (A) the
transfer of such securities is registered under the Securities Act or (B) an exemption from
registration of such securities is available. |
| 15. | Such
person or entity understands and acknowledges that the Securities have not been recommended
by any federal or state securities commission or regulatory authority, that the foregoing
authorities have not confirmed the accuracy or determined the adequacy of any information
concerning the Company that has been supplied to such person or entity and that any representation
to the contrary is a criminal offense. |
| Date:
July 30, 2024 |
|
| |
|
| Metagramm
Software Ltd. |
|
| |
|
| |
|
| (Signature
of Authorized Signatory) |
|
| |
|
| Amit
Greener |
|
| (Name
of Authorized Signatory) |
|
| |
|
| CEO |
|
| (Title) |
|
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| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionISO 3166-1 alpha-2 country code.
| Name: |
dei_EntityAddressCountry |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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