股权购买协议中英文

SERIES B PREFERRED SHARE

PURCHASE AGREEMENT

系列优先股股权购买协议

W I T N E S S E T H:

WHEREAS , the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company to raise additional capital by means of the issua nee of o XXXX of the Compa ny's Series B Preferred Shares, par value NIS 0.01 per share (the "Preferred B Shares"), to the Inv estor, at a price per Share of US (the "PPS"), and an aggregate purchase price of XX US Dollars (the "I nv estme nt Amoun t"), as more fully set forth in this Agreeme nt; and

鉴于，出于公司利益的考虑，公司董事会决定通过向投资方发行XXX股B

系列优先股来为公司筹集额外资本，票面价值为NIS 0.01，每股XXX美元，

购买价格总计XXX美元(以下简称”投资总额”，)如下文所示；

WHEREAS , the Investor desires to invest in the Company an amount equal to the Investment Amount and purchase the Purchased Shares (as defined below) pursuant to the terms and conditions more fully set forth, and specifically subject to the Compa ny's achieveme nt of a certa in milest one as provided herei n;

鉴于，投资方愿意依据下述条款和条件、在公司取得一定里程碑时投资XXX

美元购买股票.

WHEREAS on curre ntly with the sig nature of this Agreeme nt, has delivered to the Investor a commitment letter in the form attached hereto as Schedule 2.1.13 whereby it has committed to tra nsmit to the Compa ny the bala nee of the OCS Funding Residual Amount (as defi ned below) in accorda nee with the terms set forth here in

and there in.

鉴于，本协议签署之时，XXXX(如下文定义)要向投资方以附件“ 2.1.13 ” 的格式递交承诺函，承诺向公司支付OCS资金残留金额(如下文定义)

NOW, THEREFORE, i n con siderati on of the mutual promises and cove nants set forth here in, the parties hereby agree as follows:

现在，在考虑到双方的承诺和契约规定，双方据此同意如下：

Issue and Purchase of ShareS殳票的发行和购买

1.1. Issue and Purchase of Share殳票的发行和购买

Subject to the terms and con diti ons hereof, the Compa ny shall issue and allot to the Inv estor, and the Inv estor shall purchase from the Compa ny, an aggregate of (xxxx) of the Compa ny's Series B Preferred Shares (the "Purchased Shares"), at a price per Share equal to the PPS, reflecting a pre-money valuation of the Company of xxx and calculated on a Fully Diluted Basis (as defi ned below), for the aggregate

Inv estme nt Amount. The capitalizati on table of the Compa ny reflect ing the issued and outstanding share capital of the Company on a Fully Diluted Basis (as defined below), immediately prior to and immediately following the Closing (as defined below), is attached hereto as Schedule 1.1 (the "Capitalization Table").

根据相关条款及条件，公司应对投资方发行并分配股票，投资方应从公司购买总计xxxx股B 系列优先股(以下简称”购买的股票”每股价格为xxx美元,反映出在全面摊薄基础上，公司交易总额的交易前市值为xxx美元.附件1.1(简称”资

产表”公司的资产表反映了交易结束前后在全面摊薄基础上公司已发行的流通股本.

1.2. For the purposes of this Agreement, "Fully Diluted Basis" shall mean all

issued and outstanding share capital of the Company, including (i) all ordinary shares of the Company, par value of NIS 0.01 each (the "Ordinary Shares"), (ii) all Preferred A shares of the Compa ny, par value of NIS 0.01 each (the

“ Preferr ed

Shares ” and all Preferred B Shares, (iii) all securities convertible into Ordinary Shares being deemed so converted, (iv) all convertible loans being deemed so converted (v) all options, warrants and other rights to acquire shares or securities excha ngeable or conv ertible for shares of the Compa ny, being deemed so allocated,