PV Nano Cell, Ltd. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 26, 2014, is by and among PV Nano Cell Ltd., a company formed in the State of Israel with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2018 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _______ ___, 2017, between P.V. Nano Cell Ltd., a corporation formed under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

Exhibit B Indemnification Agreement
Indemnification Agreement • August 28th, 2019 • PV Nano Cell, Ltd. • Miscellaneous chemical products

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 20__, is entered into by and between P.V. Nano Cell Ltd., an Israeli company whose address is 8 Hamasger Street Migdal Ha’Emek, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 22nd, 2017 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2017, between P.V. Nano Cell Ltd., a corporation formed under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

Contract
PV Nano Cell, Ltd. • May 15th, 2019 • Miscellaneous chemical products

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERTO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Employment Agreement
Employment Agreement • May 15th, 2018 • PV Nano Cell, Ltd. • Miscellaneous chemical products
CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • May 15th, 2019 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2018 (the “Effective Date”), by and among PV Nano Cell Ltd., an Israeli company (the “Company”), and GTRIMG Investments Ltd. an Israeli Company (the “Lender”).

Consultancy Agreement
Consultancy Agreement • May 16th, 2022 • PV Nano Cell, Ltd. • Miscellaneous chemical products

WHEREAS the Company wishes to retain the Consultant services in his field of expertise and the Consultant agrees to provide Services (as defined below) as an independent contractor.

CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) made as of the 28th day of October, 2010, by and between P.V. Nano Cell Ltd., an Israeli company, having its principal offices at 28 HaNapach st., South Industrial Zone, Migdal Ha’emek, 23100 Israel (the “Company”) and Israel Electric Corporation, having its principal offices at POBox 10, Haifa, 31000, Israel (the “Investor”).

SIDE AGREEMENT
Side Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This Side Agreement (“Letter”) is entered into as of July 20, 2014, by and between P.V. Nanocell Ltd., an Israeli company (“Company”), and IP Bank International (Suzhou) Co., Ltd. (“IPB”).

Consultancy Agreement
Consultancy Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

Whereas the Company wishes to retain the Consultant as an independent contractor, to serve as the Company's VP Sales and Marketing and to provide the Company with certain Services, as further detailed in Schedule A and as provided in this Agreement (the “Services”), and the Consultant agrees to provide such Services.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 15th, 2018 • PV Nano Cell, Ltd. • Miscellaneous chemical products

THIS SHARE EXCHANGE AGREEMENT is made and entered into as of December 3, 2017, by and among PV Nano Cell Ltd., an Israeli Company (the “Purchaser”), Digiflex Ltd., an Israeli company (the “Company”), the stockholders of the Company as set forth on the signature pages to this Agreement (collectively, the “Stockholders” and, individually, a “Stockholder” and together with the Company “Seller Parties”) and Moshe Zimmerman as Stockholder Representative (the “Stockholder Representative”).

PARTNERSHIP AGREEMENT – FUNCTIONAL FLUIDS
Partnership Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products • England and Wales
AGREEMENT
Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

Dolev Bar-Guy Consulting and Management Ltd. with head office located at 7 Bialik Street, Zichron Ya’akov, Israel, a company fully owned by Dr. Fernando de La Vega (the “Company”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 15th, 2023 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by P.V. Nano Cell Ltd., a company formed under the laws of the State of Israel (the “Company”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 16th, 2022 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by P.V. Nano Cell Ltd., a company formed under the laws of the State of Israel (the “Company”).

FIRST AMENDMENT TO THE SIDE AGREEMENT
The Side Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This First Amendment to the Side Agreement dated July 20, 2014 (“Letter”) is entered into as of November 26, 2014, by and between P.V. Nanocell Ltd., an Israeli company (“Company”), and IP Bank International (Suzhou) Co., Ltd. (“IPB”).

FIRST AMENDMENT TO THE SIDE AGREEMENT
The Side Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This First Amendment to the Side Agreement dated July 20, 2014 (“Letter”) is entered into as of November 26, 2014, by and between P.V. Nanocell Ltd., an Israeli company (“Company”), and IP Bank International (Suzhou) Co., Ltd. (“IPB”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 29 day of November 2009 (the “Effective Date”), by and among all the current shareholders of Nano Size Ltd. (the “Company”), as listed in Schedule 1 attached hereto (each a “Seller” and together the “Sellers”) and P.V. Nano Cell Ltd. (the "Purchaser").

SECURITIES PURCHASE AGREEMENT
Subscription Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 26, 2014, is by and among PV Nano Cell Ltd., a company formed in the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, the “Buyers”).

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York

THIS STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of July 2, 2015 (this “Agreement”) is made by and between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and PV NANO CELL LTD., a company formed in the State of Israel (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 26, 2014, is by and among PV Nano Cell Ltd., a company formed in the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, the “Buyers”).

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PV Nano Cell Contracts Investor
PV Nano Cell, Ltd. • July 25th, 2018 • Miscellaneous chemical products

MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE / July 24, 2018 / PV Nano Cell Ltd. or the “Company” (OTCQB: PVNNF), an innovative producer of single-crystal, metal nano metric based products and conductive digital inks which are also suitable for 3D printing, signed a supply agreement with Merck, a leading science and technology company. Supply quantities are targeted to ramp in 2018. This commercial agreement is a significant step for PV Nano Cell as its proprietary technology will be used by Merck in a wide range of diverse technology applications. Sales are expected to start immediately in Q3 2018.

SECOND ADDENDUM TO THE CONSULTANCY AGREEMENT
Consultancy Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

WHEREAS the above parties have executed that certain Consultancy Agreement, effective as of September 9, 2009, and its First Addendum dated April 9, 2013 (together, the “Consultancy Agreement”); and

PV Nano Cell Sign Agreement with Allen Woods &
PV Nano Cell, Ltd. • April 26th, 2019 • Miscellaneous chemical products

MIGDAL HA’EMEK, ISRAEL, April 22, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – PV Nano Cell Ltd. (OTCQB: PVVNF), (the “Company”), an innovative provider of inkjet-based digital printing solutions and producer of single-crystal, metal nano-metric based products and conductive digital inks, and Allen Woods & Associates, a leading manufacturers’ representative in the Chicago, U.S. area, announced they have started a cooperation to distribute and sell PV Nano Cell printers and SicrysTM inks in the U.S. This commercial cooperation is a significant step for PV Nano Cell to expand its presence in the U.S. in general and in the Chicago area in particular.

FIRST ADDENDUM TO THE CONSULTANCY AGREEMENT
Consultancy Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

WHEREAS the above parties have executed that certain Consultancy Agreement, effective as of September 9, 2009 (the “Consultancy Agreement”); and

PV Nano Cell and Merck Sign a Supply Agreement for Sicrys - Validating Merck’s Attempt for Using Single Crystal Metal Particles - Business Expected to Start in Q3 2018
PV Nano Cell, Ltd. • July 2nd, 2018 • Miscellaneous chemical products

MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE / July 2, 2018 /PV Nano Cell Ltd. (OTCQB: PVNNF), an innovative producer of single-crystal, metal nano metric based products and conductive digital inks which are also suitable for 3D printing, signed a supply agreement with Merck, a leading science and technology company. Supply quantities are targeted to ramp in 2018. This commercial agreement is a significant step for PV Nano Cell as its proprietary technology will be used by Merck in a wide range of diverse technology applications. Sales are expected to start immediately in Q3 2018.

FIRST ADDENDUM TO THE CONSULTANCY AGREEMENT
Consultancy Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

WHEREAS the above parties have executed that certain Consultancy Agreement, effective as of September 9, 2009 (the “Consultancy Agreement”); and

FINANCIAL ADVISORY AGREEMENT
Mandelbaum- President • May 15th, 2018 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York

This agreement (“Agreement”) is made and entered into this January 9, 2017, between Sunrise Securities LLC (hereafter “Sunrise”) and PV Nano cell Ltd. (together with all subsidiaries, affiliates, successors and other controlled units, either existing or formed subsequent to the execution of this engagement, the “Company”).

SECOND ADDENDUM TO THE CONSULTANCY AGREEMENT
Consultancy Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

WHEREAS the above parties have executed that certain Consultancy Agreement, effective as of September 9, 2009, and its First Addendum dated April 9, 2013 (together, the “Consultancy Agreement”); and

SUPPLEMENT TO SHARE PURCHASE AGREEMENT DATED DECEMBER 27 2017 ("Original SPA")
Supplement to Share Purchase Agreement • May 15th, 2018 • PV Nano Cell, Ltd. • Miscellaneous chemical products

THIS SUPPLEMENT TO THE ORIGINAL SPA (this "Supplement") is made as of January 3, 2018 by and among P.V. Nano Cell Ltd., a company incorporated under the laws of the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the "Company") and Jet CU P.C.B Ltd. (“Investor” or "Jet CU" respectively).

LOAN CONVERSION AND WARRANT CANCELLATION AGREEMENT
Loan Conversion and Warrant Cancellation Agreement • May 16th, 2022 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This LOAN CONVERSION AND WARRANT CANCELLATION AGREEMENT (the “Agreement”) is made as of ___________ by and between P.V. NANO CELL LTD., a company formed under the laws of the State of Israel with executive offices at 8 Hamasger Street, Migdal Haemek, Israel ( “Company” or “PV Nano”) and ____________.

to CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This AMENDMENT (the “Amendment”) is made as of this __ day of April, 2012, to that certain Convertible Loan Agreement dated October 28, 2010 (the “Agreement”) by and between P.V. Nano Cell Ltd., an Israeli company (the “Company”) and Israel Electric Corporation (the “Investor”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Agreement.

CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • May 15th, 2019 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made and entered into as of [●] (the “Effective Date”), by and among PV Nano Cell Ltd., an Israeli company (the “Company”), and [●] (the “Lender”).

to CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • September 2nd, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products

This AMENDMENT (the “Amendment”) is made as of this __ day of April, 2012, to that certain Convertible Loan Agreement dated October 28, 2010 (the “Agreement”) by and between P.V. Nano Cell Ltd., an Israeli company (the “Company”) and Israel Electric Corporation (the “Investor”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Agreement.

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