Common use of The Subscription Clause in Contracts

The Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, Microdel Ltd. (Israeli ID No. 500000000), of 60 Xxx Xx., Mxxx’in-Macabim-Reut 7172439, Israel (the “Investor”) hereby agrees to subscribe for and purchase 136,612 shares of common stock, par value $0.0001 (the “Initial Shares”) offered by TechCare Corp., a Delaware corporation with offices located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the “Company”), at a purchase price per share of US$ 0.183 (the “Share Purchase Price”), for an aggregate consideration of US$25,000 (the “Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.2 In addition, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, the Investor shall be entitled, until the 12 month anniversary of the Effective Date, to subscribe for, and purchase, 41,667 additional Shares of TechCare Corp. (the “Additional Shares” and together with the Initial Shares, the “Shares”) at a purchase price per share of US$0.60, for an aggregate consideration of US$ 25,000 (the “Additional Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.3 The undersigned Investor understands that the offering by the Company under this Subscription Agreement is being made only to persons/institutions who are not U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”) and that the Company will not offer Shares nor accept subscriptions from any person and/or entity that is a U.S. Person as defined in Rule 902 of Regulation S. 1.4 On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to accept the subscription and sell to the Investor the Shares subscribed for herein. 1.5 Subject to the terms hereof, the offer and sale of the Shares under this Subscription Agreement will be effective only upon receipt by the Company of the Subscription Proceeds. 1.6 Within seven (7) days of from the receipt of the Subscription Proceeds or the Additional Subscription Proceeds by the Company, as applicable, the Company shall deliver to the Investor book entry confirmation representing the number of Shares purchased by the Investor. The Shares shall be registered on the books of the Company as follows: Microdel Ltd. (Israeli ID No. 500000000), of 60 Xxx Xx., Modi’in-Macabim-Reut 7172439, Israel

The Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, Microdel Traistman Radziejewski Fundacja Ltd. (Israeli ID Co. No. 500000000514498856), of 60 Xxx 10X Xxxxxxx Xx., Mxxx’in-Macabim-Reut 7172439Xxxxxx, Israel Xxxxxx (C/O Oxxx Traistman) (the “Investor”) hereby agrees to subscribe for and purchase 136,612 546,448 shares of common stock, par value $0.0001 (the “Initial Shares”) offered by TechCare Corp., a Delaware corporation with offices located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the “Company”), at a purchase price per share of US$ 0.183 (the “Share Purchase Price”), for an aggregate consideration of US$25,000 US$ 100,000 (the “Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.2 In addition, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, the Investor shall be entitled, until the 12 month anniversary of the Effective Date, to subscribe for, and purchase, 41,667 166,667 additional Shares of TechCare Corp. (the “Additional Shares” and together with the Initial Shares, the “Shares”) at a purchase price per share of US$0.60, for an aggregate consideration of US$ 25,000 100,000 (the “Additional Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.3 The undersigned Investor understands that the offering by the Company under this Subscription Agreement is being made only to persons/institutions who are not U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”) and that the Company will not offer Shares nor accept subscriptions from any person and/or entity that is a U.S. Person as defined in Rule 902 of Regulation S. 1.4 On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to accept the subscription and sell to the Investor the Shares subscribed for herein. 1.5 Subject to the terms hereof, the offer and sale of the Shares under this Subscription Agreement will be effective only upon receipt by the Company of the Subscription Proceeds. 1.6 Within seven (7) days of from the receipt of the Subscription Proceeds or the Additional Subscription Proceeds by the Company, as applicable, the Company shall deliver to the Investor book entry confirmation representing the number of Shares purchased by the Investor. The Shares shall be registered on the books of the Company as follows: Microdel Traistman Radziejewski Fundacja Ltd. (Israeli ID Co. No. 500000000514498856), of 60 Xxx 10X Xxxxxxx Xx., Modi’in-Macabim-Reut 7172439Xxxxxx, IsraelXxxxxx (C/O Oxxx Traistman)

The Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, Microdel Y.M.Y Industry Ltd. (Israeli ID Company No. 500000000512680539), of 60 Xxx 30 Xxxxx Xx., Mxxx’inXxx Xxxx-Macabim-Reut 7172439Xxxx, Israel Xxxxxx (the “Investor”) hereby agrees to subscribe for and purchase 136,612 546,448 shares of common stock, par value $0.0001 (the “Initial Shares”) offered by TechCare Corp., a Delaware corporation with offices located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the “Company”), at a purchase price per share of US$ 0.183 (the “Share Purchase Price”), for an aggregate consideration of US$25,000 US$ 100,000 (the “Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.2 In addition, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, the Investor shall be entitled, until the 12 month anniversary of the Effective Date, to subscribe for, and purchase, 41,667 166,667 additional Shares of TechCare Corp. (the “Additional Shares” and together with the Initial Shares, the “Shares”) at a purchase price per share of US$0.60, for an aggregate consideration of US$ 25,000 100,000 (the “Additional Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.3 The undersigned Investor understands that the offering by the Company under this Subscription Agreement is being made only to persons/institutions who are not U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”) and that the Company will not offer Shares nor accept subscriptions from any person and/or entity that is a U.S. Person as defined in Rule 902 of Regulation S. 1.4 On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to accept the subscription and sell to the Investor the Shares subscribed for herein. 1.5 Subject to the terms hereof, the offer and sale of the Shares under this Subscription Agreement will be effective only upon receipt by the Company of the Subscription Proceeds. 1.6 Within seven (7) days of from the receipt of the Subscription Proceeds or the Additional Subscription Proceeds by the Company, as applicable, the Company shall deliver to the Investor book entry confirmation representing the number of Shares purchased by the Investor. The Shares shall be registered on the books of the Company as follows: Microdel Ltd. (Israeli ID No. 500000000), of 60 Xxx Xx., Modi’in-Macabim-Reut 7172439, IsraelY.M.

The Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, Microdel Ltd. (Israeli ID No. 500000000), of 60 Xxx Xx., Mxxx’in-Macabim-Reut 7172439, Israel ___________ (the “Investor”) hereby agrees to subscribe for and purchase 136,612 4,137,931 shares of common stock, par value $0.0001 (the “Initial Shares”) of Series A Convertible Preferred Stock, par value $0.0001, issued hereunder having the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A hereto (the “Preferred Stock”), offered by TechCare Corp., a Delaware corporation with offices located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the “Company”), at a purchase price per share of US$ 0.183 $0.029 (the “Share Purchase Price”), for an aggregate consideration of US$25,000 $120,000 (the “Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.2 In addition, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, the Investor shall be entitled, until the 12 month anniversary of the Effective Date, to subscribe for, and purchase, 41,667 200,000 additional Shares shares of TechCare Corp. the Company’s Preferred Stock (the “Additional Shares” and together with the Initial Shares, the “Shares”) at a purchase price per share of US$$0.60, for an aggregate consideration of US$ 25,000 $120,000 (the “Additional Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.3 The undersigned Investor understands that the offering by the Company under this Subscription Agreement is being made only to persons/institutions who are not U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the United States Securities and Exchange Commission (“SEC”) SEC under the Securities Act of 1933, as amended (the “Act”) and that the Company will not offer Shares nor accept subscriptions from any person and/or entity that is a U.S. Person as defined in Rule 902 of Regulation S. 1.4 On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to accept the subscription and sell to the Investor the Shares subscribed for herein. 1.5 Subject to the terms hereof, the offer and sale of the Shares under this Subscription Agreement will be effective only upon receipt by the Company of the Subscription Proceeds. 1.6 Within seven (7) days of from the receipt of the Subscription Proceeds or the Additional Subscription Proceeds by the Company, as applicable, the Company shall deliver to the Investor book entry confirmation representing the number of Shares purchased by the Investor. The Shares shall be registered on the books of the Company as follows: Microdel Ltd. (Israeli ID No. 500000000), of 60 Xxx Xx_________., Modi’in-Macabim-Reut 7172439, Israel