0001213900-15-005091 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 10th, 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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Employment Agreement
Employment Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products
SIDE AGREEMENT
Side Agreement • July 10th, 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”).

CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • July 10th, 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”).

Consultancy Agreement
Consultancy Agreement • July 10th, 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.

PARTNERSHIP AGREEMENT – FUNCTIONAL FLUIDS
Partnership Agreement • July 10th, 2015 • PV Nano Cell, Ltd. • Miscellaneous chemical products • England and Wales
AGREEMENT
Agreement • July 10th, 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”).

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”).

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
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”).

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

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

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.

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