BETTER ONLINE SOLUTIONS LTD a company organized under the laws of the State of Israel (the “Company”).
BETTER ONLINE SOLUTIONS LTD. (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
BETTER ONLINE SOLUTIONS LTD. The undersigned, _______________________ hereby certifies, with respect to the sale of Ordinary Shares of B.O.S. Better Online Solutions Ltd. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to the Standby Equity Distribution Agreement (the “Agreement”), as follows:
BETTER ONLINE SOLUTIONS LTD. EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) To: B.O.S. Better Online Solutions Ltd. Attention: Chief Financial Officer The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ________ ________ Ordinary Shares covered by such Warrant; o The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): o $__________ by wire transfer of lawful money of the United States; and/or o $__________ by certified or official bank check payable to the order of the Company The undersigned requests that the certificate for such shares be issued in the name of, and delivered to ______________________________________________ whose address is ______________________________________________________________. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Ordinary Shares under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from registration under the Securities Act. Dated: _____________________ ___________________________________________________________ (Signature must conform to name of Holder as specified on the face of the Warrant) Address: __________________________________________________ ___________________________________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only on Transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person named below under the heading “Transferee” the right represented by the within Warrant to purchase the number of Ordinary Shares of B.O.S Better Online Solutions Ltd. into which the within Warrant relates and appoints each such person attorney-at-fact to transfer its respective right on the books of B.O.S. Better Online Solutions Ltd. with full power of substitution. NAME OF TRANSFEREE ADDRESS DATED: _____________________ ___________________________________________________________ (SIGNATURE MUST CONFORM TO NAME OF HOLDER AS SPECIFIED ON THE FACE OF THE WARRANT) ADDRESS: __________________________________________________ ___________________________________________________ ACCEPTED AND AGREED: [TRANSFEREE] ...
BETTER ONLINE SOLUTIONS LTD. Address for Notices: Address for Notices:
BETTER ONLINE SOLUTIONS LTD a corporation organized and existing under the laws of the State of Israel (the “Company”), and YA GLOBAL MASTER SPV, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
BETTER ONLINE SOLUTIONS LTD. List of Exhibits and Schedules [omitted] Exhibit / Schedule Title Exhibit A Acquired Assets Exhibit B Form of Outsourcing Agreement Exhibit C The Bench Transaction Agreement Exhibit D Form of Escrow Agreement Schedule 1.2(i) Encumbrances on Acquired Assets Schedule 1.2(ii) OCS Transfer of Rights Form Schedule 1.2(iii) OCS Undertaking Form Schedule 1.4 Schedule of Payments - Qualmax & BOS Schedule 5.4 Non-Acquired Assets used in the Business Schedule 5.10 Absence of Changes - BOS Schedule 5.11 BOS Material Contracts Related to the Business Schedule 5.14 Supplemental Regulation S Representations and Warranties Schedule 5.16 BOS Brokers Schedule 6.5 Buyer Capitalization Table Schedule 6.7(a) Qualmax Financial Statements Schedule 6.9 Qualmax Options and Warrants Schedule 6.10 Absence of Changes - Qualmax Schedule 6.11 Encumbrances on Assets - Qualmax Schedule 6.13 Qualmax Material Contracts Schedule 6.16 Qualmax Insurance Policies Schedule 6.18 Qualmax Brokers Schedule 8 Permitted Affiliate Transactions Schedule 10.10 Opinion of Counsel to Qualmax Schedule 10.11 Employee Release AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of November 2, 2005 by and among Qualmax, Inc., an Oregon corporation (“Buyer”), BOScom Ltd., an Israeli company having its address at Beit Xxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx 00000 (“BOScom”) and B.O.S. Better Online Solutions Ltd., an Israeli company having its address at Beit Xxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx 00000 (“BOS” and, together with BOScom, “Seller”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Asset Purchase Agreement, dated as of October 26, 2005, by and among Buyer, BOScom and BOS (the “Agreement”).
BETTER ONLINE SOLUTIONS LTD. [Exhibits and schedules omitted] AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of December 31, 2005 by and among Qualmax, Inc., a Delaware corporation f/k/a Bench Group, Inc. and the successor by merger to Qualmax, Inc., an Oregon corporation (“Qualmax”), Qualmax Ltd., an Israeli company and a wholly owned subsidiary of Qualmax (“Qualmax Sub” and, together with Qualmax, “Buyer”), BOScom Ltd., an Israeli company having its address at Beit Xxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx 00000 (“BOScom”), B.O.S. Better Online Solutions Ltd., an Israeli company having its address at Beit Xxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx 00000 (“BOS”) and Quasar Telecom (2004) Ltd., an Israeli company and a wholly owned subsidiary of BOS (“Quasar” and, together with BOScom and BOS, “Seller”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Asset Purchase Agreement, dated as of October 26, 2005, by and among Qualmax, BOScom and BOS, as amended by Amendment No. 1 thereto, dated as of November 2, 2005 (collectively, the “Agreement”).
BETTER ONLINE SOLUTIONS LTD. QUASAR TELECOM (2004) LTD. By: ————————————————— Name: __________________________ Title: ___________________________ LOAN AGREEMENT THIS LOAN AGREEMENT (the “Agreement”) is made as of the 31st day of December, 2005 (the “Effective Date”), by and among B.O.S. Better Online Solutions Ltd. (the “Lender”), a company organized under the laws of the State of Israel, with its principal offices located at Bexx Xxxxx, Teradyon, Misgav 20179, Israel, and Qualmax Ltd. (the “Borrower”), an Israeli Company, with its registered offices located at c/o Shibolet, Yisraeli, Roberts, Xxxxxx and Co., Adv., 46 Xxxxxxxxxx Xx., Xxx-Xxxx 00000, Xxxxxx.
BETTER ONLINE SOLUTIONS LTD. By: —————————————— Name: Adiv Baruch Xxxxxxx Xxxxxxx Title: CEO CFO QUALMAX, INC. By: —————————————— Name: _______________ Title: ________________ Address for Notices: Address for Notices: Beit Xxxxx, Teradyon 000 Xxxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx, 00000 Xxxxxx, 00000, Xxxxxx U.S.A. Attention: Xxxxxxx Xxxxxxx, CFO Attention: NEITHER THIS WARRANT NOR THE SECURITUES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE WITH RESPECT TO SUCH SALE OR TRANSFER. Class A Warrant to Purchase Shares of Common Stock of Qualmax Inc. No. A- Issue Date: December 31, 2005
