SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 30th, 2018 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 14 day of August, 2017, by and between Mer Telemanagement Solutions Ltd. (the “Company”), a company organized under the laws of the State of Israel, with its principal offices at 14 Hatidhar Street, Ra’anana 4366516, Israel, and the purchasers identified in Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).
Re: Amendment to Debt Conversion AgreementDebt Conversion Agreement • April 30th, 2018 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus
We are writing further to our recent discussions concerning the Share Purchase Agreement dated as of February 3, 2015 (the “Agreement”) by and among (i) Mer Telemanagement Solutions Ltd., a public company incorporated under the laws of the State of Israel (the “Company”), (ii) Vexigo Ltd., a private company incorporated under the laws of the State of Israel (“Vexigo”), (iii) FPSV Holdings Ltd., a private company incorporated under the laws of the State of Israel (“FPSV”), (iv) all of the shareholders of Vexigo, other than FPSV (the “Sellers”) and (v) all of the shareholders of FPSV (the “FPSV Sellers”), concerning the Payment Schedule and Proposed Purchase Agreement (the “Payment Schedule”) executed between the Company and yourself, as Seller’s Representative under the Agreement on February 18, 2016 and concerning the Debt Conversion Agreement executed between the Company and yourself, as Sellers’ Representative under the Agreement on May 30, 2017 (the “Original Debt Conversion Agreeme
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED...Warrant Agreement • April 30th, 2018 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus
THIS CERTIFIES that __________ (the “Holder”), has the right to purchase from MER TELEMANAGEMENT SOLUTIONS LTD., a company organized under the laws of the State of Israel, with headquarters located at 14 Hatidhar Street, Ra΄anana 4366516, Israel (the “Company”), up to ___________ fully paid and nonassessable Ordinary Shares of the Company, nominal value NIS 0.01 (the “Ordinary Shares”), subject to adjustment as provided herein, with no exercise price, at any time and from time to time beginning on the Issue Date and ending at 6:00 p.m., eastern time, on the date that is five years following the Issue Date (or, if such date is not a Business Day, on the Business Day immediately following such date) (the “Expiration Date”).
