8-K - QXL - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): December 15, 2025

VIEWBIX

INC.

(Exact Name of Registrant as Specified in its Charter)

Commission

File No.: 000-15746

Delaware	68-0080601
(State<br> of Incorporation)	(I.R.S.<br> Employer Identification No.)
3<br> Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel	6971068
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(Address<br> of Registrant’s Office)	(ZIP<br> Code)

Registrant’s

Telephone Number, including area code: +972 73-391-2900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement.

SecuritiesExchange Agreement

On December 15, 2025 (the “Effective Date”), Viewbix Inc. (the “Company”) entered into a securities exchange agreement (the “Agreement”) with Quantum X Labs Ltd., an Israeli company (“Quantum”), and certain of the shareholders of Quantum (the “Quantum Shareholders”), pursuant to which the Company agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of the Company’s issued and outstanding capital stock as of the Effective Date, inclusive of the 800,000 shares of the Company’s common stock issuable by the Company in a private placement pursuant to the securities purchase agreement, dated November 5, 2025, between the Company and each purchaser identified on the signature pages thereto (the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of the Company’s common stock, representing 19.99% of the Company issued and outstanding capital stock (the “Viewbix Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of the Company’s common stock, representing the balance of the up to 40.0%, as of the Effective Date, less the Viewbix Exchange Shares (the “Viewbix Exchange Pre-Funded Warrants” and together with the Viewbix Exchange Shares, the “Viewbix Exchange Securities”), in exchange for up to 100%, but not less than 85%, of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to up to 589,319 of Quantum’s ordinary shares (the “Quantum Exchange Securities” and together with the Viewbix Exchange Securities, the “Exchange Securities”) (the “Acquisition”).

The completion of the Acquisition and the issuances of Exchange Securities are expected to occur within 90 calendar days of the Effective Date (such date, the “Closing Date”) and are subject to final due diligence, regulatory approvals, the approval of the Company’s stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC, a number Quantum Shareholders holding at least 85% of Quantum’s share capital on a fully diluted basis having executed the Agreement or other shareholders of Quantum (each an “Additional Quantum Shareholder”) becoming party to the Agreement at a later date, but prior to the Closing Date, by executing a joinder (the “Joinder”), and customary closing conditions. Upon the closing of the Acquisition, Quantum would become a subsidiary of the Company.

In addition, pursuant to the Agreement, the Company may issue up to 12,702,847 additional shares of the Company’s common stock or pre-funded warrants to purchase shares of the Company’s common stock (collectively, the “Earn-Out Securities”), upon the achievement of certain milestones as follows: (i) the issuance of up to 1,975,998 Earn-Out Securities upon the submission of five (5) patent applications including provisional applications in total, across at least three (3) distinct sub-fields within the quantum sector, by the Quantum or any of its Portfolio Companies (as defined in the Agreement) during the 18-month period following the Closing Date, (ii) the issuance of up to 3,436,519 Earn-Out Securities upon the closing of listing, public offering, or an M&A Transaction of any Portfolio Company of Quantum, at a pre-money valuation of no less than $20 million during the twenty four-month period following the Closing Date, and (iii) the issuance of up to 7,290,330 Earn-Out Securities upon the earlier of: (1) a capital raise of at least $10 million into either the Company or Quantum at a pre-money valuation of no less than $250 million; or (2) closing of any M&A Transaction Quantum, at a pre-money valuation not less than $250 million during the 48-month period following the Closing Date. Subject to the Agreement, the Earn-Out Securities may become issuable to the Quantum Shareholders only following the 12-month anniversary of the Closing Date, and only upon achievement of the applicable earn-out milestones set forth above.

At any time prior to the Closing Date, an Additional Quantum Shareholder that does execute the Agreement on the Effective Date may become a party to the Agreement by executing a Joinder to be delivered to the Company and Quantum. Upon delivery of a fully executed Joinder, such Additional Quantum Shareholder shall become a party to the Agreement for all purposes with respect to its Quantum Exchange Shares, and shall be bound by all applicable terms, conditions, covenants, representations, warranties and obligations contained in the Agreement as if an original signatory thereto.

The Viewbix Exchange Shares and the shares of common stock issuable upon the exercise of the Viewbix Exchange Pre-Funded Warrants issuable to the Quantum Shareholders will be subject to a 12-month lock-up period following the Closing Date, subject to certain exceptions. The Viewbix Exchange Pre-Funded Warrants and the pre-funded warrants issuable as Earn-Out Securities will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. In connection with a request for a tax ruling with the Israeli Tax Authority, the shares of the Company’s common stock issued at the closing shall be held in escrow for 30 days from the closing for the benefit of the Quantum Shareholders.

The Agreement contains customary representations, warranties and agreements by each of the Company, Quantum and Quantum Shareholders. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.

The foregoing descriptions of the Agreement and the Pre-Funded Warrants are not complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Current Report”)and are incorporated by reference herein.

WarningConcerning Forward Looking Statements

This Current Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. For example, this Current Report states that the completion of the Acquisition is subject to various conditions and contingencies as are customary in transactions of such nature in the United States. The Company is using forward-looking statements when it discusses the completion of final due diligence, regulatory approvals, approval by the Company’s stockholders and the satisfaction of customary closing conditions. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.

Item3.02 Unregistered Sales of Securities Convertible or Exercisable into Equity Securities.

The information regarding the issuance of securities set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The shares of common stock described in this Item 3.02 of this Current Report on Form 8-K have been or will be issued in reliance upon the exemption from the registration requirements in Regulation S under the Securities Act.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
10.1*	Form<br> of Securities Exchange Agreement, by and between Viewbix Inc., Quantum X Labs Ltd. and the shareholders of Quantum X Labs Ltd.,<br> dated December 15, 2025
10.2	Form of Pre-Funded Warrant
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

*Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Viewbix Inc.
By:	/s/ Amihay Hadad
Name:	Amihay<br> Hadad
Title:	Chief<br> Executive Officer

Date: December 15, 2025

Exhibit10.1

Certainconfidential information contained in this document, marked by brackets and asterisk, has

beenomitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii)

wouldbe competitively harmful if publicly disclosed

SECURITIESEXCHANGE AGREEMENT

THISSECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of December 15, 2025 (the “EffectiveDate”), by and between:

QuantumX Labs Ltd., a private company limited by shares incorporated in Israel **(**the “Company”); and

The shareholders of the Company, listed on Schedule 1 attached hereto (the “Consenting Shareholders”);

The additional shareholders of the Company, listed on Schedule 2 attached hereto who, pursuant to this Agreement and a Joinder (as defined below), becomes a party to this Agreement (the “Additional Shareholders”); and

Viewbix,Inc., a publicly traded Delaware corporation (“Viewbix”).

The Company, the Consenting Shareholders and Viewbix, each a “Party” and collectively, the “Parties”.

WHEREAS, the Consenting Shareholders and the Additional Shareholders own 100% of the share capital of the Company, on a fully diluted basis (the “Quantum Exchange Shares”); WHEREAS, the Additional Shareholders may become a party to this Agreement by executing a Joinder Agreement in the form of Exhibit A hereto (the “Joinder”), pursuant to which such Additional Shareholder who holds Quantum Exchange Shares of the Company becomes a party to this Agreement and agrees to be bound by all terms and conditions hereof with respect to its Quantum Exchange Shares;

WHEREAS, the Consenting Shareholders and the Additional Shareholders that become party to this Agreement by executing a Joinder shall be referred to herein as the “Quantum Shareholders”; and

WHEREAS, the Consenting Shareholders believe that it is in their best interests to exchange all of the Quantum Exchange Shares for shares of common stock of Viewbix, par value US $0.0001 per share (the “Common Stock”), and Viewbix believes that it is in its best interests to issue the Consenting Shareholders shares of Common Stock of Viewbix in consideration for the Quantum Exchange Shares (the “Exchange”), all upon the terms and subject to the conditions set forth in this Agreement.

NOWTHEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLEI - SECURITIES EXCHANGE

1.1	The Exchange.
1.1.1	On<br> the terms and subject to the conditions set forth in this Agreement, each of the Quantum Shareholders shall sell, assign, transfer<br> and deliver, free and clear of all liens its pro rata share of the Quantum Exchange Shares, representing in the aggregate up to 589,319<br> ordinary shares, no par value per share of Quantum, to Viewbix, in exchange for the issuance to the Consenting Shareholders (as set<br> forth on Schedule 1 attached hereto), together with the Additional Shareholders, if any, that become party to this<br> Agreement pursuant to Section 1.7 on or prior to the Closing Date, on a pro rata basis, of an aggregate of up to 40.0% of Viewbix’s<br> issued and outstanding capital stock, as of the Effective Date, including 800,000 shares of Common Stock issued or to be issued by<br> Viewbix pursuant to the securities purchase agreement, dated November 5, 2025, between Viewbix and each purchaser identified on the<br> signature pages thereto (the “SPA”), consisting of (i) up to 2,666,000 shares of Common Stock of Viewbix representing<br> 19.99% of Viewbix’s issued and outstanding capital stock (the “Viewbix Exchange Shares”), including 800,000<br> shares of Common Stock issued or to be issued by Viewbix pursuant to the SPA and (ii) pre-funded warrants to purchase up to 4,447,595<br> shares of Common Stock of Viewbix representing the balance of the up to 40.0%, as of the Effective Date, less the Viewbix Exchange<br> Shares , in the form attached hereto as Exhibit B (the “Viewbix Exchange Pre-Funded Warrants” and<br> together with the Viewbix Exchange Shares, the “Viewbix Exchange Securities”, and the Viewbix Exchange Securities<br> together with the Quantum Exchange Shares, the “Exchange Securities”), all upon the terms and subject to the conditions<br> set forth in this Agreement.
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1.1.2	Earn<br> Out Payments.
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(a)	In<br> addition to the Viewbix Exchange Securities issued at the Closing (as defined below), Viewbix will issue the Quantum Shareholders<br> earn-out payments payable shares of up to 12,702,847 Common Stock of Viewbix (the “Earn Out Shares”) and/or pre-funded<br> warrants to purchase shares of Common Stock of Viewbix (the “Earn-Out Pre-Funded Warrants” and together with the<br> Earn-Out Shares, the “Earn-Out Securities”) A, contingent on achieving certain performance criteria as detailed<br> below as follows:
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(i)	the<br> issuance of a number of Earn-Out Securities equal to an amount up to 1,975,998 Earn-Out Securities,<br> upon the submission of five (5) patent applications including provisional applications in<br> total, across at least three (3) distinct sub-fields within the quantum sector, by the Company<br> or any of its Portfolio Companies during the eighteen (18) month period following the Closing<br> Date.
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(ii)	the<br> issuance of an additional number of Earn-Out Securities equal to an amount up to 3,436,519 Earn-Out Securities, upon the closing<br> of listing, public offering, or an M&A Transaction of any Portfolio Company of the Company, at a pre-money valuation of no less<br> than US$20,000,000 during the twenty four (24) month period following the Closing Date.
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(iii)	the<br> issuance of an additional number of Earn-Out Securities equal to an amount up to 7,290,330<br> Earn-Out Securities, upon the earlier of: (1) a capital raise of at least US$10,000,000 into<br> either Viewbix or the Company at a pre-money valuation of no less than US$250,000,000; or<br> (2) closing of any M&A Transaction of the Company, at a pre-money valuation not less<br> than US$250,000,000 during the forty eight (48) month period following the Closing Date.<br><br> <br><br><br> <br>Subject<br> to the terms herein, Earn-Out Securities may become issuable to the Quantum Shareholders only following the 12-month anniversary<br> of the Closing Date (as defined below), and only upon achievement of the applicable Performance Milestones set forth<br> above.<br><br> <br><br><br> <br>“Portfolio Company” means any entity of which the Company directly or indirectly owns, controls, or otherwise holds an interest of<br> at least 10%.<br><br> <br><br><br> <br>“M&A Transaction” means the closing of (i) any event of consolidation, merger or reorganization of the Company or a Portfolio<br> Company, in one transaction or series of related transactions, following which holders of the majority of the Company or a Portfolio<br> Company Shares issued and outstanding immediately prior to such transaction or series of related transactions, hold less than 50%<br> of the issued and outstanding shares of the entity surviving such transaction or series of related transactions or an entity controlling<br> such surviving entity; (ii) the sale of shares of the Company or a Portfolio Company, in a single transaction or series of related<br> transactions, representing at least 50% of the voting power of the voting securities of the Company; or (iii) the sale or transfer<br> by the Company of all or substantially all of its assets including by way of exclusive license or sale of all or substantially all<br> of the Company or a Portfolio Company issued and outstanding share capital, to any other company or any other entity or person. A<br> reorganization for the purpose of change of domicile that does not affect the percentage ownership interest of the Shareholders in<br> the Company or a Portfolio Company shall not be deemed M&A Transaction.
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1.2	Closing.
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The closing (the “Closing”) of this Agreement shall take place on such date that all conditions precedent and obligations of the Parties, including as set forth in Section 1.3 below, are satisfied or waived by the respective Party, but not later than the ninetieth day (90^th^) after the Effective date, unless otherwise agreed in writing between the parties (the “ClosingDate”), at such location to be mutually determined by the Parties.

1.3	Conditions<br> to Closing.

The respective obligations of each of the Parties to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:

(a)	Good<br> Standing Certificate. Viewbix shall have delivered to the Quantum Shareholders a certificate of good standing of Viewbix and<br> the Quantum Shareholders have delivered a certificate of good standing of the Company (or the equivalent thereof in the State of<br> Israel), within two (2) business days of Closing issued by the relevant jurisdiction.
(b)	No<br> Injunctions. No statute, rule, regulation, order, decree, ruling or injunction shall have been enacted, entered, promulgated,<br> endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which in any material respect<br> restricts, prohibits or threatens to restrict or prohibit the consummation of any of the transactions contemplated herein.
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(c)	Representations<br> and Warranties. The representations and warranties made by each of the Parties herein shall be true and correct in all material<br> respects as of the date hereof and as of the Closing with the same effect as if the representations and warranties were made as of<br> the date hereof and as of the Closing.
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(d)	Covenants.<br> All covenants, agreements and conditions contained in this Agreement to be performed by either Party on or prior to the Closing shall<br> have been performed or complied with in all material respects.
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(e)	Approvals.<br> (i) Viewbix shall obtain the Stockholder Approval (as defined in Article 4.2), and (ii) the<br> Company shall obtain the approval of its board of directors and its shareholders.
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(f)	Termination<br> of Capital Note. The principal loan in an aggregate amount of up to UDS 1.5M, out of which<br> USD 400,000 was provided to the Company by L.I.A Pure Capital Ltd. and other Quantum Shareholders,<br> under Capital Notes dated May 15 2025 (“Capital Note”), shall be deemed<br> and treated as an equity investment in the Company and thus at the Closing the Capital Note<br> shall terminate.
(g)	Due<br> Diligence. The completion of the Exchange contemplated by this Agreement shall be subject<br> to the completion, up to 30 days from the date of signing this agreement by Viewbix of its<br> legal, financial, business, and technical due diligence review of the Company, the results<br> of which shall be satisfactory to Viewbix in its sole discretion.
(h)	SEC<br> Reports. Viewbix shall have filed all reports and other documents required to be filed by it under US federal securities laws<br> through the Closing Date.
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(i)	Consenting<br> Quantum Shareholders. A number of Consenting Shareholders and Additional Shareholders holding at least 85.0% of the share capital<br> of the Company, on a fully diluted basis, have executed this Agreement or become a party to this Agreement by executing a Joinder,<br> as applicable.
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1.4	Officers’<br> Certificate. With respect to the Closing conditions listed in Sections 1.3(c) above, the Parties shall deliver at the Closing<br> an executed officer’s certificate to such effect.
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1.5	Taxes<br> and expenses. Viewbix and Company shall separately bear their tax consequences and expenses arising from the Exchange<br> and the issuances and/or transfer of the Exchange Securities and Earn-Out Securities.
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1.6	ITA<br> Tax Ruling. The Quantum Shareholders shall apply to the Israeli Tax Authority (“ITA”) in connection with the<br> Exchange, seeking to obtain a preliminary ruling pursuant to Section 104H of the Israeli Income Tax Ordinance, confirming that the<br> share exchange qualifies for a tax deferral under the provisions of the said section. The Parties agree to comply with all the conditions<br> set forth in such preliminary tax ruling (if granted) and to act accordingly. Upon signing this Agreement, the Viewbix Exchange Shares<br> shall be issued and immediately transferred to the trustee to enable the completion of the Exchange. If, for any reason, the ITA<br> does not issue a tax ruling confirming that the exchange qualifies for tax deferral under Section 104H of the Income Tax Ordinance,<br> the transaction shall be deemed a taxable event at the time of the transaction, with no tax deferral. By signing this Agreement,<br> each Quantum Shareholder hereby agrees to be included in the ITA Ruling and to comply with its terms, and to sign each and any document<br> required for that purpose.
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1.7	Joinder.

(a) At any time prior to the issuance of the Closing Date, an Additional Shareholder may become a party hereto by executing a Joinder, such Joinder to be delivered to Viewbix and the Company.

(b) Upon delivery of a fully executed Joinder, such Additional Shareholder shall become a party to this Agreement for all purposes, with respect to its Quantum Exchange Shares, and shall be bound by all applicable terms, conditions, covenants, representations, warranties and obligations contained herein as if an original signatory hereto.

1.8	Deliveries and Transactions at Closing.<br> At the Closing, the following transactions shall occur simultaneously, and no transaction shall be deemed to have been completed or<br> any document delivered until all such actions have been completed and all required documents delivered.

(a) Viewbix shall deliver to each of the Quantum Shareholders (or the trustee appointed in connection with the Tax Ruling) the following:

(i)	Book<br> Entry Shares Statements and Warrants. No later than 5 days following the Closing Date,<br> Viewbix shall cause to be delivered (i) the applicable restricted book entry statements representing<br> the Viewbix Exchange Securities in the name of the Trustee and (ii) the Viewbix Exchange<br> Pre-Funded Warrants.
(ii)	Viewbix<br> Corporate Resolutions. Written resolution of the board of directors of Viewbix, duly<br> executed in order to give effect to the transactions hereunder in the form to be attached<br> hereto as Exhibit 1.7(a) ‎(ii)(1).
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(iii)	Officer’s<br> Certificate. Company shall have received a certificate from VIEWBIX, validly executed<br> by its officers, in the form to be attached hereto as Exhibit 1.7(a)‎(iii), confirming<br> that as of the Closing the closing conditions set forth in Sections 1.3 with respect to VIEWBIX<br> have been satisfied.
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(b) The Quantum Shareholders shall deliver to VIEWBIX the following:

(i)	Share<br> Certificate. A Validly executed share certificate in the name of VIEWBIX reflecting the<br> Quantum Shares, to be attached hereto as Exhibit1.7 (b) ‎**(i).
	(ii)	Shareholders<br> Registry. An updated shareholders registry of the Company in the form to be attached<br> hereto as Exhibit 1.7(b) ‎(ii).
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	(iii)	Company<br> Board Resolution. Written resolution of the board of directors of the Company, duly executed<br> in order to give effect to the Transactions hereunder, in the form to be attached hereto<br> as Exhibit 1.7(b) ‎(iii).
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	(iv)	Company<br> Shareholder’s Resolution. Written resolution of the shareholders of Company duly<br> executed by them in order to give effect to the Transactions hereunder including the appointment<br> of directors of Company, in the form to be attached hereto as Exhibit 1.7(b)<br> ‎(iv).
	(v)	Share<br> Transfer Deeds. Share Transfer Deeds, signed and executed by the Quantum Shareholders<br> and Viewbix, in the form to be attached hereto as Exhibit 1.7(a).
	(vi)	Officer’s<br> Certificate. VIEWBIX shall have received a certificate from Company, validly executed<br> by Company’s office holder, in the form to be attached hereto as Exhibit 1.7(b)<br> ‎(vi)**, confirming that as of the Closing, the closing conditions set forth<br> in Sections 1.3 with respect to Company and the Quantum Shareholders have been satisfied.
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(vii)	Ramot<br> Amendment. An amendment to the License Agreement with Ramot dated 26th day of May, 2025<br> (“Ramot License”), signed and executed by the Company and Ramot, in the<br> form to be attached hereto as Exhibit 1.7(a) Error! Reference source not<br> found..
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ARTICLEII - REPRESENTATIONS AND WARRANTIES

Notwithstanding that none of the Quantum Shareholders are warrantors of the Company Representations, and subject to clause 5.8 below, each of the Quantum Shareholders shall be liable for its pro rata share of any cost arising from any claim for breach of any of the Company Representations; and in respect of a breach of a Quantum Shareholder Representation, the relevant Quantum Shareholder shall be liable for all of the costs arising from such claim.

Each Quantum Shareholders hereby irrevocably waives all past, present and future claims, demands or rights of action that he has or may have against the Company or its officers or employees or board members or shareholders (both past and present), whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in their contemplation at the date of this agreement in any jurisdiction.

REPRESENTATIONSAND WARRANTIES OF QUANTUM SHAREHOLDERS

Each of the Quantum Shareholders represents and warrants to Viewbix, separately and not jointly, that, as of the date hereof and as of the Closing, except for those representations and warranties that speak of a different date:

2.1	Good<br> Title. Each Quantum Shareholder represents and warrants to Viewbix separately and not jointly, that it is the record and beneficial<br> owner, and has good title to, its Quantum Exchange Shares, with the full right and authority to sell and deliver such Quantum Exchange<br> Shares, free and clear of any and all liens, encumbrances, pledges, security interests, claims, charges, options, rights of first<br> refusal, proxies, voting trusts, or agreements, transfer restrictions under any equity holder or similar agreement or any other restriction<br> or limitation whatsoever, including any contract granting any of the foregoing excluding restrictions detailed in the Articles of<br> Association of the Company (collectively, the “Title Liens”), to Viewbix pursuant to the Exchange. Viewbix, as<br> the new owner of the Quantum Exchange Shares, shall receive good title to the Quantum Exchange Shares, free and clear of all Title<br> Liens.
2.2	Authority;<br> Non-Contravention. The Quantum Shareholders have all requisite authority to enter into this Agreement and to consummate the transactions<br> contemplated by this Agreement. The execution and delivery of this Agreement by the Quantum Shareholders and the consummation by<br> the Quantum Shareholders of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized<br> by all necessary corporate action on the part of the Quantum Shareholders and the Company. This Agreement has been duly executed<br> and delivered by and constitutes a valid and binding obligation of the Quantum Shareholders, enforceable in accordance with its terms.<br> The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and<br> compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with<br> or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put”<br> right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the<br> properties or assets of the Company or the Quantum Exchange Shares under, (i) the articles of association of the Quantum Shareholder,<br> (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise<br> or license applicable to the Quantum Shareholder or their respective properties or assets, or (iii) subject to the governmental filings<br> and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or<br> arbitration award applicable to the Quantum Shareholders or their respective properties or assets, other than, in the case of clauses<br> (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate<br> could not have a Material Adverse Effect with respect to the Company or could not prevent, hinder or materially delay the ability<br> of the Quantum Shareholders to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization<br> of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the Quantum<br> Shareholders or the Company in connection with the execution and delivery of this Agreement by the Quantum Shareholders or the consummation<br> by the Quantum Shareholders , as the case may be, of any of the transactions contemplated by this Agreement.
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2.3	Acquisition<br> of Viewbix Exchange Securities for Investment.
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(a)	Purchase<br> Entirely for Own Account. Viewbix Exchange Securities and Earn-Out Securities proposed to be acquired by the Quantum Shareholders<br> hereunder will be acquired for investment for the Quantum Shareholders own account and not as a nominee or agent, and not with a<br> view to the resale or distribution of any part thereof, and each of the Quantum Shareholders represents it has no present intention<br> of selling, granting any participation in or otherwise distributing the Viewbix Exchange Shares, the Earn-Out Shares, the Viewbix<br> Exchange Pre-Funded Warrants, the Earn-Out Pre-Funded Warrants and the shares of Common Stock issuable upon the exercise of the Viewbix<br> Exchange Pre-Funded Warrants and the Earn-Out Pre-Funded Warrants (the “Viewbix PFW Shares” and together with<br> the Viewbix Exchange Securities and Earn-Out Securities, the “Viewbix Securities”), except in compliance with<br> applicable securities laws. Each Quantum Shareholder further represents that it does not have any contract, undertaking, agreement<br> or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the Viewbix Securities.
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(b)	The<br> Quantum Shareholders (i) can bear the economic risk of its investment and (ii) possesses such knowledge and experience in financial<br> and business matters that it is capable of evaluating the merits and risks of its investment in Viewbix and its securities.
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(c)	Each<br> Quantum Shareholder understands that the sale of the Viewbix Exchange Securities and Earn-Out Securities is not registered under<br> the Securities Act and that the issuance hereof to the Quantum Shareholders is intended to be exempt from registration under the<br> Securities Act pursuant to Regulation S promulgated thereunder (“Regulation S”). Each Quantum Shareholder is,<br> and on each date on which it exercises any warrants to purchase shares of Viewbix Common Stock, it will be either (i) an “accredited<br> investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9) or (a)(12) under the Securities Act or, if not<br> an accredited investor, otherwise meets the suitability requirements of Regulation D and Section 4(a)(2) of the Securities Act; (ii)<br> a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act; or (iii) a “non-US person,”<br> as such term is defined in Regulation S and as set forth in Annex A hereto. The certificates representing the Viewbix<br> Exchange Shares issued to the Quantum Shareholders and Earn-Out Shares and Viewbix PFW Shares issuable to the Quantum Shareholders<br> upon the exercise of the Viewbix Exchange Pre-Funded Warrant or Earn-Out Pre-Funded Warrant shall be endorsed with the following<br> legends, in addition to any other legend required to be placed thereon by applicable securities laws:
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“[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES [OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

(d)	The<br> Quantum Shareholders acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has<br> received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.
(e)	Each<br> of the Quantum Shareholders acknowledges that it has carefully reviewed such information as it has deemed necessary to evaluate an<br> investment in Viewbix and its securities. To the full satisfaction of each Quantum Shareholder, it has been furnished all materials<br> that it has requested relating to Viewbix and the purchase of the Viewbix Exchange Securities and Earn-Out Securities hereunder.
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(f)	Each<br> of the Quantum Shareholders understands that the Viewbix Securities may not be sold, transferred, or otherwise disposed of without<br> registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering<br> the Viewbix Securities or any available exemption from registration under the Securities Act, the Viewbix Securities may have to<br> be held indefinitely and each of the Quantum Shareholders further acknowledges that the Viewbix Securities may not be sold pursuant<br> to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied, including, without limitation,<br> Viewbix’s compliance with the reporting requirements under the Exchange Act.
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(g)	Each<br> of the Quantum Shareholders has conducted its own investigation with respect to Viewbix, its business the Viewbix Exchange Securities<br> and Earn-Out Securities; has received or otherwise had access to all information regarding Viewbix that it believes is necessary<br> or appropriate in connection with the purchase of the Viewbix Exchange Securities and Earn-Out Securities, including financial and<br> other information which has been publicly filed by Viewbix with the SEC through EDGAR; (c) has made its own assessment and has satisfied<br> itself concerning the relevant tax, legal, currency and other considerations relevant to its investment in Viewbix; and
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(d) has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of its prospective investment in Viewbix.

(h)	Company<br> is an Israeli company, and each Quantum Shareholder:
(i)	is<br> not a U.S. Person and is not purchasing the Viewbix Exchange Securities and Earn-Out Securities for the account of or benefit of<br> a U.S. Person or a person within the United States;
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(ii)	was<br> not offered the Viewbix Exchange Securities and Earn-Out Securities in the United States;
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(iii)	did<br> not execute or deliver this Agreement, in the United States;
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(iv)	did<br> not cause any buy order for the Viewbix Exchange Securities and Earn-Out Securities to originate in the United States;
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(v)	has<br> no intention to distribute either directly or indirectly any of the Viewbix Exchange Securities and Earn-Out Securities in the United<br> States, and Company will not offer, sell or otherwise transfer, directly or indirectly, any of the Viewbix Exchange Securities and<br> Earn-Out Securities in the United States or to, or for the account or benefit of, a U.S. Person or person in the United States except<br> pursuant to registration under the 1933 Act and the securities laws of all applicable states, or pursuant to available exemptions<br> therefrom;
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(vi)	did<br> not receive the offer to purchase the Viewbix Exchange Securities and Earn-Out Securities as a result of, nor will it engage in,<br> any directed selling efforts (as defined in Regulation S);
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(vii)	is<br> a “non-US person” as defined in Regulation S as promulgated under the Securities Act.
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2.4	Additional<br> Legend; Consent. Additionally, the Viewbix Securities will bear any legend required by the “blue sky” laws of any<br> state to the extent such laws are applicable to the securities represented by the certificate so legended and Company consents to<br> Viewbix making a notation on its records or giving instructions to any transfer agent of the Viewbix Securities in order to implement<br> the restrictions on transfer of the Viewbix Securities.
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REPRESENTATIONSAND WARRANTIES OF THE COMPANY (“COMPANY REPRESENTATIONS”)

The Company represent and warrant to Viewbix, that, as of the date hereof and as of the Closing, except for those representations and warranties that speak of a different date and subject to the schedule of exceptions attached hereto:

2.6	The<br> Quantum Exchange Shares held by the Consenting Shareholders represent 85.03% of the issued and outstanding share capital of the Company<br> on a fully diluted basis, and except as detailed in the Ramot License, there are no other issued and outstanding share capital of<br> the Company and no outstanding commitments or contracts to issue any share capital or rights in share capital of the Company.
2.7	Organization,<br> Standing and Corporate Power of Company. Company is duly incorporated, validly existing and in good standing under the laws of<br> Israel with respect to the filing of annual reports with the Registrar of Companies of Israel and has the requisite corporate power<br> and authority to own, lease and operate its properties and other assets and to carry on its business as now being conducted. Company<br> is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or<br> the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where<br> the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect<br> to the Company. As used in this Agreement, the term “Material Adverse Effect” or “Material Adverse Change”<br> shall mean any change or effect that either individually or in the aggregate with all other such changes or effects is materially<br> adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of each of the Parties taken<br> as a whole.
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2.8	Capital<br> Structure. The authorized share capital of Company consists of 1,000,000 ordinary shares with no par value each, of which 589,319<br> shares are issued and outstanding as of the date hereof. Except as detailed in Schedule 2.8, there are no outstanding bonds, debentures,<br> notes or other indebtedness or other securities of Company having the right to vote (or convertible into, or exchangeable for, securities<br> having the right to vote) on any matters of which stockholders of Company are entitled to vote on. There are no outstanding securities,<br> options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Company is a party or<br> by which it is bound obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock<br> of Company or other equity or voting securities of Company or obligating Company to issue, grant, extend or enter into any such security,<br> option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations,<br> commitments, understandings or arrangements of Company to repurchase, redeem or otherwise acquire or make any payment in respect<br> of any common stock of Company or any other securities of Company. There are no agreements or arrangements pursuant to which Company<br> is or could be required to register Company’s common stock or other securities under the Securities Act of 1933, as amended<br> (the “Securities Act”) or other agreements or arrangements with or among any holders of Company or with respect<br> to any securities of Company.
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2.9	Authority;<br> Non-Contravention. The Company have all requisite authority to enter into this Agreement and to consummate the transactions contemplated<br> by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions<br> contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action (if applicable)<br> on the part of the Company. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation<br> of the Company, enforceable in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation<br> of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with,<br> or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right<br> of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material<br> benefit under, or result in the creation of any lien upon any of the properties or assets of the Company (if applicable)under: (i)<br> the articles of association of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement,<br> instrument, permit, concession, franchise or license applicable to the Company or their respective properties or assets, or (iii)<br> subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute,<br> law, ordinance, rule, regulation or arbitration award applicable to the Company or its respective properties or assets, other than,<br> in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually<br> or in the aggregate could not have a Material Adverse Effect with respect to the Company or could not prevent, hinder or materially<br> delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization<br> of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the Company<br> in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company , as the case may<br> be, of any of the transactions contemplated by this Agreement.
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2.10	Financial<br> Statements; No Undisclosed Liabilities.
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(a)	Except<br> as detailed in Schedule 2.10, Company has no liabilities or obligations, contingent or otherwise, other than (i) liabilities<br> incurred in the ordinary course of business, which, individually and in the aggregate, do not exceed US$ 180,000; (ii) obligations<br> under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature<br> not required under GAAP to be reflected in its financial statements, which, individually and in the aggregate do not exceed US$10,000.
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(b)	Company<br> is not a guarantor or indemnitor of any debt or obligation of another except as required in the ordinary course of business under<br> the Material Agreements, nor has Company given any loan, security or otherwise agreed to become liable for any obligation of any<br> person. No person has given any guarantee of, or security for, any obligation of Company. Company did not extend any loans or advances<br> to any person, other than advances for expenses to its consultants and Portfolio Companies in the ordinary course of business.
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2.6	Assets<br> and Properties. Company has good and marketable title to all of the tangible or personal properties and assets owned by Company,<br> which are material to the business of Company as currently conducted, and such properties and assets are free and clear of all mortgages,<br> deeds of trust, liens, pledges, charges, security interests, conditional sale agreement, loans and encumbrances, except for statutory<br> liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of<br> business and do not materially impair Company’s ownership or use of such property or assets. With respect to the tangible property<br> and assets it leases, Company is in compliance in all material respects with such leases and, to its knowledge, holds a valid leasehold<br> or license interest free of any liens, pledges, charges, security interest, claims or encumbrances, other than those of the lessors<br> of such property or assets. Company does not own any real property.
2.11	Intellectual<br> Property. Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks,<br> trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights for use in<br> connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively,<br> the “Intellectual Property Rights”). Company has not received a notice (written or otherwise) that any of, its<br> material Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,<br> within two (2) years from the date of this Agreement. Company has not received, a written notice of a claim or otherwise has any<br> knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably<br> be expected to not have a Material Adverse Effect. Company has taken reasonable security measures to protect the secrecy, confidentiality<br> and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably<br> be expected to have a Material Adverse Effect. The Quantum Shareholders have no knowledge of any facts that would preclude the Company<br> from having valid license rights or clear title to the Intellectual Property Rights. The Quantum Shareholders have no knowledge that<br> Company lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct<br> Company’s business. For purposes of this Section, “knowledge”, including the phrase “to Company’s knowledge”<br> (or similar phrases), when used in this Section 2 shall mean the actual knowledge of the Company’s CEO and the Directors, after<br> due inquiry of office holders of the Company having responsibility for the matter in question but without conducting any patent search,<br> freedom to operate, infringement, or any similar search.
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2.12	Labor<br> Matters. Company has no liabilities to employees, and did not employ any employees. Company engaged contractors and there is<br> a debt to such contractors for services rendered after May 8 2025 .
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2.13	Litigation.<br> There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory<br> organization or body pending against or, to the knowledge of Company, threatened against Company. Company is not subject to any order,<br> writ, judgment, injunction, decree or award of any court or any governmental authority.
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2.14	Compliance.<br> Company has not been advised, nor does Company have reason to believe, that it is not conducting its business in compliance with<br> all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business.
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2.15	Material<br> Agreements. All material agreements to which Company is a party are included as part of or specifically identified in Schedule 2.15 (“Company Material Agreements”). Except for the Company Material Agreements, Company has no material<br> contracts. To Company’s Knowledge, neither Company nor any other party to the Company Material Agreements, is in breach of<br> or default under any of such contracts.
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2.16	Taxes.<br> Company has not yet been required to file any tax returns or reports under applicable law.
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2.17	Conformity<br> of Descriptions. The Quantum Exchange Shares, will conform in all material respects to the descriptions of Company’s Ordinary<br> Shares as detailed in the Articles of Association.
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2.18	Subsidiaries.<br> Schedule 2.18 lists all the portfolio companies of the Company.
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2.19	Disclosure.<br> All disclosure provided to Viewbix regarding the Company, its business and the transactions contemplated hereby, including the exhibits<br> to this Agreement, furnished by Company with respect to the representations and warranties made herein are true and correct with<br> respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material<br> fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.<br> Viewbix acknowledges and agrees that Company makes or has made no representations or warranties with respect to the transaction contemplated<br> hereby other than those specifically set forth in Article II hereof.
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ARTICLEIII - REPRESENTATIONS AND WARRANTIES OF VIEWBIX

Viewbix represents and warrants to Quantum Shareholders that, as of the date hereof and as of the Closing, except for those representations and warranties that speak of a different date, and subject to the Viewbix Reports (as defined below) and the schedule of exceptions attached hereto:

3.1	Viewbix<br> Securities. The Viewbix Exchange Securities, assuming the exercise in full of the Viewbix Exchange Pre-Funded Warrants (without<br> regard to any limitations on the exercise of the Viewbix Exchange Pre-Funded Warrants), shall represent at the Closing 40.0% of the<br> issued and outstanding capital stock of Viewbix as of the Effective Date (as of immediately following the Closing). The Earn-Out<br> Securities, assuming the issuance of the Viewbix Exchange Shares, the exercise in full of the Viewbix Exchange Pre-Funded Warrants<br> (without regard to any limitations on the exercise of the Viewbix Exchange Pre-Funded Warrants) and the exercise in full of the Earn-Out<br> Pre-Funded Warrants (without regard to any limitations on the exercise of the Earn-Out Pre-Funded Warrants), shall represent at the<br> Closing up to 65.0% of the issued and outstanding capital stock of Viewbix as of the Effective Date.
3.2	Organization,<br> Standing and Corporate Power of Viewbix. Viewbix is duly incorporated, validly existing and in good standing under the laws of<br> the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and other assets<br> and to carry on its business as now being conducted. Viewbix is duly qualified or licensed to do business and is in good standing<br> in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or<br> licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate)<br> would not have a Material Adverse Effect with respect to Viewbix.
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3.3	Capital<br> Structure. Viewbix capital structure is as described in the Viewbix Reports. Except as disclosed in the Viewbix Reports (as defined<br> below), there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Viewbix having the right to<br> vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters of which stockholders of Viewbix<br> are entitled to vote on. Except as disclosed in Viewbix Reports and as set forth herein, there are no outstanding securities, options,<br> warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Viewbix is a party or by which<br> it is bound obligating Viewbix to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of Viewbix<br> or other equity or voting securities of Viewbix or obligating Viewbix to issue, grant, extend or enter into any such security, option,<br> warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments,<br> understandings or arrangements of Viewbix to repurchase, redeem or otherwise acquire or make any payment in respect of any common<br> stock of Viewbix or any other securities of Viewbix. There are no agreements or arrangements pursuant to which Viewbix is or could<br> be required to register Viewbix’ common stock or other securities under the Securities Act or other agreements or arrangements<br> with or among any holders of Viewbix or with respect to any securities of Viewbix. The issuance of the Viewbix Exchange Securities<br> and Earn-Out Securities will not trigger any anti-dilution rights of any existing securities of Viewbix.
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3.4	Authority;<br> Non-Contravention. Viewbix has all requisite authority to enter into this Agreement and to consummate the transactions contemplated<br> by this Agreement. The execution and delivery of this Agreement by Viewbix and the consummation by Viewbix of the transactions contemplated<br> by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Viewbix.<br> This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Viewbix, enforceable in<br> accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated<br> by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation<br> of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or<br> acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the<br> creation of any lien upon any of the properties or assets of Viewbix under, (i) the charter documents of Viewbix, (ii) any loan or<br> credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license<br> applicable to Viewbix or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred<br> to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable<br> to Viewbix or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches,<br> violations, defaults, rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with<br> respect to Viewbix or could not prevent, hinder or materially delay the ability of Viewbix to consummate the transactions contemplated<br> by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any<br> governmental entity is required by or with respect to Viewbix in connection with the execution and delivery of this Agreement by<br> Viewbix or the consummation by Viewbix, as the case may be, of any of the transactions contemplated by this Agreement.
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3.5	Reports.<br> Since January 1, 2023, Viewbix has filed all forms, reports and documents with the U.S. Securities and Exchange Commission (“SEC”)<br> that have been required to be filed by it under applicable laws prior to the date hereof (all such forms, reports and documents,<br> together with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Viewbix Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the<br> date of such amended or superseded filing), (i) each Viewbix Report complied as to form in all material respects with the applicable<br> requirements of the Securities Act, the Exchange Act, and/or the Sarbanes-Oxley Act, as the case may be, each as in effect on the<br> date such Viewbix Report was filed, and (ii) each Viewbix Report did not contain any untrue statement of a material fact or omit<br> to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which<br> they were made, not misleading. To the knowledge of Viewbix, none of the Viewbix Reports is the subject of ongoing SEC review or<br> investigation. The financial statements included in the Viewbix Reports comply in all material respects with the applicable accounting<br> requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The financial<br> statements included in the Viewbix Reports have been prepared in accordance with generally accepted accounting principles in the<br> United States applied on a consistent basis (“GAAP”), and fairly represent the financial position of Viewbix and<br> as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of<br> unaudited statements, to normal, year- end audit adjustments and the omission of certain footnotes. Except as set forth in the Viewbix<br> Reports, Viewbix has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by<br> GAAP to be set forth on a balance sheet of Viewbix or in the notes thereto.
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3.6	Litigation.<br> There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory<br> organization or body pending against or, to the knowledge of Viewbix, threatened against Viewbix. Viewbix is not subject to any order,<br> writ, judgment, injunction, decree or award of any court or any governmental authority.
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3.7	Compliance.<br> Viewbix has not been advised, nor does Viewbix have reason to believe, that it is not conducting its business in compliance with<br> all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business.
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3.8	Material<br> Agreements. Except as specifically identified on Schedule 3.8, all material<br> agreements to which Viewbix is a party are included as part of or specifically identified<br> in the Viewbix Reports to the extent required by the rules and regulations of the SEC as<br> in effect at the time of filing (“Viewbix Material Agreements”). Except<br> for the Viewbix Material Agreements, Viewbix has no material contracts. To Viewbix’<br> Knowledge, neither Viewbix nor any other party to the Viewbix Material Agreements, is in<br> breach of or default under any of such contracts.
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3.9	Taxes.<br> Except as disclosed in the Viewbix Reports or as set forth in Schedule 3.9, Viewbix has filed all necessary federal,<br> state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and Viewbix has no knowledge<br> of a tax deficiency which has been or might be asserted or threatened against it.
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3.10	Conformity<br> of Descriptions. The Viewbix Exchange Shares, Earn-Out Shares and Viewbix PFW Shares, when issued, will conform in all material<br> respects to the descriptions of Viewbix’ shares of common stock contained in the Viewbix Reports and other filings with the<br> SEC.
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3.11	Disclosure<br> Controls. Viewbix has disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934,<br> as amended) that are designed to ensure that material information relating to Viewbix is made known to Viewbix’ principal executive<br> officer and Viewbix’ principal financial officer or persons performing similar functions.
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3.12	Acquisition<br> of Company Capital Stock for Investment.
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(a)	Purchase<br> Entirely for Own Account. Quantum Exchange Shares proposed to be acquired by Viewbix hereunder will be acquired for investment for<br> Viewbix’ own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof,<br> and Viewbix has no present intention of selling, granting any participation in or otherwise distributing the Quantum Exchange Shares,<br> except in compliance with applicable securities laws. Viewbix further represents that it does not have any contract, undertaking,<br> agreement or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the Quantum Exchange<br> Shares.
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(b)	Viewbix<br> (i) can bear the economic risk of its investment and (ii) possesses such knowledge and experience in financial and business matters<br> that it is capable of evaluating the merits and risks of its investment in Company and its securities.
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(c)	Viewbix<br> understands that the Quantum Exchange Shares will be issued pursuant to an exemption from the requirement to provide Viewbix with<br> a prospectus and as a result (i) certain protections, rights and remedies provided by the Israeli Securities Law, 5728-1968 (the<br> “Securities Law”), including statutory rights of rescission and certain statutory remedies against an issuer,<br> auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available<br> to Viewbix, (ii) the Securities Law may not provide investors with an adequate remedy in the event that they suffer investment losses<br> in connection with securities acquired in a private placement, (iii) Viewbix may not receive information that would otherwise be<br> required to be given under the Securities Law, and (iv) Company is relieved from certain obligations that would otherwise apply under<br> the Securities Law. The certificates representing the Quantum Exchange Shares issued to Viewbix shall be endorsed with the following<br> legends, in addition to any other legend required to be placed thereon by applicable securities laws:
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“THE SECURITIES REPRESENTED HEREBY ARE NOT TRADED ON THE TEL- AVIV STOCK EXCHANGE OR ANY OTHER SECURITIES EXCHANGE OR MARKET AND MAY ONLY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR HYPOTHECATED IN A TRANSACTION CONCERNING WHICH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH TRANSACTION IS NOT IN CONTRAVENTION OF APPLICABLE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE APPLICABLE SECURITIES LAWS INCLUDING THE ISRAELI SECURITIES LAW, 5728-1968 AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

(d)	Viewbix<br> acknowledges that neither Quantum Shareholders nor any of Company directors, employees, officers, affiliates or agents has made any<br> written or oral representations (i) that any person will resell or repurchase the Quantum Exchange Shares, (ii) that any person will<br> refund all or any part of the consideration paid by Viewbix for the Quantum Exchange Shares, (iii) as to the future price or value<br> of the Quantum Exchange Shares, or (iv) there are risks associated with the purchase of the Quantum Exchange Shares and no securities<br> commission, agency, governmental authority, regulatory body, stock exchange or similar authority has reviewed or passed on the merits<br> of the Quantum Exchange Shares or made any recommendations or endorsement with respect to the Quantum Exchange Shares.
(e)	Viewbix<br> acknowledges that it has carefully reviewed such information as it has deemed necessary to evaluate an investment in Company and<br> its securities. To the full satisfaction of Viewbix, it has been furnished all materials that it has requested relating to Company<br> and the purchase of the Quantum Exchange Shares hereunder.
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(f)	Viewbix<br> acknowledges that the Quantum Exchange Shares have not been and will not be registered under the Securities Act or the securities<br> laws of any state of the United States and that the Company Exchange Shares may not be offered, pledged, sold, assigned or otherwise<br> transferred, directly or indirectly, to, or for the account or benefit of, a person in the United States or a U.S. person without<br> registration under the Securities Act and applicable state securities laws or compliance with the requirements of an exemption from<br> such registration, and it acknowledges that Company has no present intention of filing or obligation to file a registration statement<br> under the Securities Act or applicable state securities laws in respect of the issuance or resales of such securities. “United<br> States” and “U.S. person” have the respective meanings assigned to such terms in Rule 902 of Regulation S.
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3.12	Disclosure.<br> All disclosure provided to Quantum Shareholders regarding Viewbix, its business and the transactions contemplated hereby, including<br> the exhibits to this Agreement, furnished by Viewbix with respect to the representations and warranties made herein are true and<br> correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to<br> state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were<br> made, not misleading. The Quantum Shareholders acknowledge and agrees that Viewbix makes or has made no representations or warranties<br> with respect to the transaction contemplated hereby other than those specifically set forth in Article III hereof.
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ARTICLEIV – COVENANTS

4.1	Securities<br> Law Compliance. Each of the Parties understands and agrees that the consummation of this Agreement, including the purchase of<br> the Exchange Securities and Earn-Out Securities upon Closing as contemplated hereby, constitutes the offer and sale of securities<br> under the Securities Act and applicable state statutes. Each of the Parties agrees that such transactions shall be consummated in<br> reliance on exemptions from the registration requirements of such statutes, which depend, among other items, on the circumstances<br> under which such securities are acquired. Furthermore, in connection with the transactions contemplated by this Agreement, each of<br> Viewbix and the Quantum Shareholders shall each file, with the assistance of the other and their respective legal counsel, such notices,<br> applications, reports or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance<br> on such exemptions, all to the extent and in the manner as may be deemed by the Parties to be appropriate.
4.2	Stockholder<br> Approval. Viewbix shall either (i) if Viewbix shall have obtained the prior written consent of the requisite stockholders (the<br> “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform Viewbix’s stockholders<br> of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof,<br> but prior to the forty fifth (45^th^) calendar day after the Effective Date (or, if such filing is delayed by a court or<br> regulatory agency, in no event later than 120 calendar days after the Effective Date), an information statement with respect thereto<br> or (ii) provide each stockholder entitled to vote at a special meeting of stockholders of Viewbix (the “Stockholder Meeting”),<br> which shall be promptly called and held not later than the ninetieth (90^th^) calendar day after the Effective Date (or,<br> if such filing is delayed by a court or regulatory agency, in no event later than 120 calendar days after the Effective Date) (the<br> “Stockholder Meeting Deadline”), a proxy statement. The proxy statement, if any, shall solicit each of Viewbix’s<br> stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”)<br> providing for the approval of the issuance of all of the Viewbix Exchange Securities, Earn-Out Securities and all of the securities<br> to be issued by Viewbix in a private placement offering pursuant to the securities purchase agreement, dated November 5, 2025, between<br> Viewbix and each purchaser identified on the signature pages thereto in compliance with the rules and regulations of the Nasdaq Stock<br> Market LLC (without regard to any limitations on the exercise of the Viewbix Exchange Pre-Funded Warrants) (such affirmative approval<br> being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the<br> “Stockholder Approval Date”), and Viewbix shall use its reasonable best efforts to solicit its stockholders’<br> approval of such resolutions and to cause its board of directors to recommend to the stockholders that they approve such resolutions.<br> Viewbix shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline.
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4.3	Access<br> to Information; Confidentiality.
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4.3.1	The<br> Parties hereto shall, and shall cause their officers, employees, counsel, financial advisors and other representatives to, afford<br> to any other party and its representatives reasonable access during normal business hours during the period prior to the Closing<br> Date of the Agreement to its properties, books, contracts, commitments, personnel and records and, during such period, the Parties<br> shall, and shall cause each of its officers, employees and representatives to, furnish promptly to any other Party all information<br> concerning its business, properties, financial condition, operations and personnel as such other Party may from time to time reasonably<br> request. For the purposes of determining the accuracy of the representations and warranties of each Party set forth herein and compliance<br> by each Party of its obligations hereunder, during the period prior to the Closing Date of the Exchange, each Party shall provide<br> each other Party and its representatives with reasonable access during normal business hours to its properties, books, contracts,<br> commitments, personnel and records as may be necessary to enable each Party to confirm the accuracy of the representations and warranties<br> of each other Party set forth herein and compliance by each Party of their obligations hereunder, and, during such period, cause<br> its, officers, employees and representatives to, furnish promptly to each Party upon its request (i) a copy of each report, schedule,<br> registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities<br> laws; and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other<br> Party may from time to time reasonably request.
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4.3.2	Except<br> as required by law, each Party will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial<br> advisors and other representatives to hold, any non-public information concerning another Party in strict confidence.
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4.3.3	No<br> investigation pursuant to this Section shall affect any representations or warranties of the Parties herein or the conditions to<br> the obligations of the Parties hereto.
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4.4	Commercially<br> Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees<br> to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to<br> assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective,<br> in the most expeditious manner practicable, the Exchange and the other transactions contemplated by this Agreement. The Parties hereto<br> will use their commercially reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings<br> are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not<br> obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement)<br> under any applicable law or regulation or from any governmental authorities or third parties in connection with the transactions<br> contemplated by this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection therewith<br> and in timely seeking to obtain any such consents, approvals, permits or authorizations. The Parties hereto shall mutually cooperate<br> in order to facilitate the achievement of the benefits reasonably anticipated from the Exchange.
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4.5	Further<br> Assurances. Subject to the terms and conditions herein provided, each Party shall use<br> its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause<br> to be done, all things necessary, proper or advisable under applicable laws and regulations<br> to consummate and make effective this Agreement and the transactions contemplated herein.
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4.6	Lock-Up.<br> Each of the Quantum Shareholders agrees that, for a period of twelve (12) months following<br> the Closing Date (the “Lock-Up Period”), such Quantum Shareholder shall<br> not, directly or indirectly, sell, assign, transfer, pledge, encumber or otherwise dispose<br> of any of the Viewbix Exchange Securities, or enter into any agreement or arrangement providing<br> for any of the foregoing. Notwithstanding the foregoing, a Quantum Shareholder may exercise<br> Viewbix Exchange Pre-Funded Warrants during the Lock-Up Period provided that the shares of<br> Viewbix Common Stock issuable upon the exercise of such Viewbix Exchange Pre-Funded Warrants<br> shall be subject to the restrictions set forth in this Section 4.6 until the expiration of<br> the Lock-Up Period.
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4.7	Funding.<br> Viewbix shall continue to fund the Company in accordance with the payment schedule detailed in the Ramot License, under the Capital<br> Note.

ARTICLEV – MISCELLANEOUS

5.1	Brokers.<br> Each Party agrees that there were no finders or brokers involved in bringing the Parties together or who were instrumental in the<br> negotiation, execution or consummation of this Agreement. Each Party agrees to indemnify the other against any claim by any third<br> Person for any commission, brokerage or finder’s fee arising from the transactions contemplated hereby based on any alleged<br> agreement or understanding between the indemnifying party and such third Person, whether express or implied, from the actions of<br> the indemnifying party.
5.2	Governing<br> Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed<br> by the internal laws of the State of Israel, without giving effect to any choice of law or conflict of law provision or rule (whether<br> of the State of Israel or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the<br> State of Israel. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the<br> State of Israel, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby<br> or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it<br> is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient<br> forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of<br> process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the<br> address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of<br> process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner<br> permitted by law.
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5.3	Notices.<br> All notices or other communications required or permitted by this Agreement shall be in writing and addressed as follows:
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If to the Quantum Shareholders:

As set forth on the signature page to this Agreement.

If to Viewbix:

Attn: Amihay Hadad

Address: 3 Hanehoshet St, Building B, 7th floor Tel Aviv, Israel 6971068

Tel:

972-53-6666611

Email: amihay@gix-internet.com

or such other addresses as shall be furnished in writing by any Party in the manner for giving notices hereunder. Notice shall be deemed to have been duly received: (a) if given email, when transmitted and the appropriate confirmation received, as applicable, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission; (b) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mail; and (c) if given by courier, messenger or other means, when received or personally delivered and, in any such case, addressed as indicated herein, or to such other addresses as may be specified by any Party to the other Parties pursuant to notice given by such Party in accordance with the provisions of this Section 5.3.

5.4	Attorneys<br> Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default<br> hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including, without limitation,<br> reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
5.5	Third<br> Party Beneficiaries. This Agreement is strictly between Viewbix and the Quantum Shareholders and, except as specifically provided,<br> no other Person shall be deemed to be a third party beneficiary of this Agreement.
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5.6	Expenses.<br> Each Party shall bear its own expenses, including legal, accounting and professional fees, incurred in connection with this Agreement<br> and any other agreements in connection therewith, the Exchange or any of the other transactions contemplated hereby.
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5.7	Entire<br> Agreement. This Agreement and the related documents referenced herein represent the entire agreement between the Parties relating<br> to the subject matter hereof, and supersedes all prior agreements, understandings and negotiations, written or oral, with respect<br> to such subject matter.
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5.8	Indemnification,<br> Survival; Termination.<br><br> <br><br><br> <br>(c)<br> Each Quantum Shareholder, severally and not jointly, shall indemnify and hold harmless VIEWBIX and its respective affiliates, officers,<br> directors, employees and agents, against and in respect of any and all claims, costs, expenses, direct damages, losses, including,<br> without limitation, reasonable attorney fees paid for to any suit, action or proceeding of the above, but excluding any indirect<br> damages or losses (the “Damages”) resulting from (i) any inaccuracy in any representation or the breach of any<br> representation or warranty made by such Quantum Shareholder in this Agreement under ARTICLE II or the Company Representations; (ii)<br> the breach by any Quantum Shareholder or COMPANY (with respect to Company, until the Closing) of any covenant or agreement to be<br> performed hereunder. Each Quantum Shareholder shall not be obligated to indemnify Viewbix with respect to any such claim unless and<br> until the liability of Viewbix with respect thereto has been finally determined by a court of competent jurisdiction pursuant to<br> a final, non-appealable judgment.<br><br> <br><br><br> <br>(d)<br> No Indemnification by COMPANY. The Quantum Shareholders acknowledge and agree that, upon and following the Closing: (i) COMPANY<br> shall not have any liability or obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make Quantum Shareholders<br> whole for or on account of any indemnification or other claims made by any VIEWBIX indemnities hereunder; (ii) the Quantum Shareholders<br> shall have no right of contribution against COMPANY with respect to any such indemnification or other claim. By signing this Agreement<br> each Quantum Shareholder confirms that effective as of Closing it/he/she irrevocably waives and releases COMPANY and its officers<br> and employees from any and all claims it may have against COMPANY for any reason whatsoever.<br><br> <br><br><br> <br>(e)<br> VIEWBIX shall indemnify, defend and hold harmless each Quantum Shareholder, against and in respect of any and all Damages (including<br> reasonable attorneys’ fees and expenses) arising out of, resulting from or incurred in connection with any material breach<br> by VIEWBIX of any covenant or agreement to be performed by it under this Agreement; provided, however, that such indemnification<br> shall not cover any Damages to the extent are attributable to such Quantum Shareholder’s material breach of any of the representations,<br> warranties or covenants made by such Quantum Shareholder in this Agreement or any conduct by such Quantum Shareholder that constitute<br> fraud, gross negligence or willful misconduct. Viewbix shall not be obligated to indemnify any Quantum Shareholder with respect to<br> any such claim unless and until the liability of such Quantum Shareholder with respect thereto has been finally determined by a court<br> of competent jurisdiction pursuant to a final, non-appealable judgment.
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5.8.4 Limitation on Indemnification. Notwithstanding anything to the contrary in this Agreement, the total aggregate liability of Viewbix and/or any Quantum Shareholder to pay indemnification amounts, is expressly limited as set forth in each and all of the provisions below, except in the case of fraud or willful misconduct.

(a) No claim for indemnification may be made after expiration of the Survival Periods as set forth below.

For the purpose of this Agreement “Survival Periods” shall mean:

(i)	The<br> Survival Period with regard to each Parties’ representations concerning Capitalization,<br> the right to sell or issue Quantum or Viewbix Exchange Securities, as applicable, shall be<br> the applicable statute of limitations;
(ii)	The<br> Survival Period with regard to the Quantum Shareholder representations concerning ownership<br> of the Quantum Shareholders Shares, shall extend for the duration of the applicable statute<br> of limitations;
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(iii)	The<br> Survival Period with regard to all other representations, shall be twenty four (24) months<br> as of the Closing Date.

(b) Where VIEWBIX’s Damages are based on breach of a representation regarding COMPANY, all the Quantum Shareholders shall participate in the payment of Damages, each according solely to its pro-rata share in COMPANY’s shares immediately prior to the Closing.

(c) Where VIEWBIX Damages arise from a breach by a certain Quantum Shareholder of its representations regarding its shares in COMPANY, the indemnification amount due to the Indemnified Parties, shall be due solely and exclusively from such Quantum Shareholder and no other Quantum Shareholder shall be held liable for it.

(d) The maximum aggregate indemnification liability of each Quantum Shareholder (whether arising in law or equity, in contract, tort, any other theory of law or otherwise) for any VIEWBIX Damages giving rise to indemnification or otherwise in connection with this Agreement, shall not exceed the value of the VIEWBIX Exchange Shares held by such Quantum Shareholder immediately after the Closing.

(e) The maximum aggregate indemnification liability of VIEWBIX (whether arising in law or equity, in contract, tort or any other theory of law) for any Quantum Shareholder’s Damages giving rise to indemnification, shall not exceed the value of the Company Exchange Shares immediately after the Closing.

(f) Notwithstanding anything to the contrary in this Agreement, no Party shall be liable for any claims, damages, or losses arising under this Agreement unless and until the aggregate amount of such claims exceeds USD 50,000 (the “Basket”). Once the Basket threshold is met, the liable party shall only be responsible for amounts exceeding the Basket.

5.9	Counterparts.<br> This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together<br> shall be but a single instrument. Signatures delivered by email shall be deemed original signatures.
5.10	Amendment<br> or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein,<br> at law or in equity, and may be enforced concurrently therewith, and no waiver by any Party of the performance of any obligation by<br> the other shall be construed as a waiver of the same or any other default then, theretofore or thereafter occurring or existing. This<br> Agreement may by amended by a writing instrument signed by Viewbix and the Quantum Shareholders holding the majority of the Quantum<br> Exchange Shares prior to the Closing, with respect to any of the terms contained herein, and any term or condition of this Agreement<br> may be waived or the time for performance may only be extended by a writing signed by the Party or Parties for whose benefit the provision<br> is intended.

5.9

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall be but a single instrument. Signatures delivered by email shall be deemed original signatures.

5.10

Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law or in equity, and may be enforced concurrently therewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore or thereafter occurring or existing. This Agreement may by amended by a writing instrument signed by Viewbix and the Quantum Shareholders holding the majority of the Quantum Exchange Shares prior to the Closing, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may only be extended by a writing signed by the Party or Parties for whose benefit the provision is intended.

[Signaturepages follow]

[SignaturePage to the Securities Exchange Agreement, dated December 2025]

INWITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

Viewbix, Inc.
By:
Name:	Amihay<br> Hadad
Title:	Chief<br> Executive Officer
Quantum X Labs Ltd.
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By:
Name:
Title:	Director

SCHEDULE1

CONSENTINGSHAREHOLDERS

[***]

SCHEDULE2

ADDITIONALSHAREHOLDERS

[***]

SCHEDULE2

SCHEDULEOF EXCEPTIONS

This schedule of exceptions (“SOE”) provides certain information in connection with, and contains certain exceptions to, the representations and warranties of Quantum X Labs Ltd. (“Company”) set out in Section 2 of the Securities Exchange Agreement, dated as of December 15, 2025 by and among Viewbix Inc. the Company and the Quantum Shareholders (the “Agreement”) of which this SOE is a part.

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement.

This SOE is arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Section 2 of the Agreement, and the information set forth in any one in any section or subsection of the SOE shall apply to and qualify (a) the representation and warranty set forth in the Agreement to which it corresponds, and (b) whether or not an explicit reference or cross-reference is made, each other representation and warranty set forth in the Agreement for which it is reasonably apparent on its face that such information is relevant to such other section.

To the extent that any representation or warranty contained in the Agreement is limited or qualified by the materiality of the matters to which the representation or warranty is given, the inclusion of any matter in this SOE does not constitute a determination by Company or any of its shareholders that such matters are material. Nor in such cases where a representation or warranty is limited or qualified by the materiality of the matters to which the representation or warranty is given shall the disclosure of any matter in this SOE imply that any other, undisclosed matter having a greater value or other significance is material.

Nothing in this SOE constitutes an admission of any liability or obligation of Company or any of the Quantum Shareholders to any third party, nor an admission against their interests with respect to third parties.

The numbers in this SOE correspond to the section numbers of the Agreement.

Schedule 2.8 – Capital Structure

[***]

Schedule 2.10 - Financial Statements; No Undisclosed Liabilities

[***]

Schedule 2.15 – Company Material Agreements

[***]

Schedule 2.18 – Subsidiaries

[***]

Schedule 3.8 – Viewbix Material Agreements

[***]

Schedule 3.9 – Taxes

[***]

ANNEX A

Regulation S Questionnaire

The information contained herein is being furnished to the Company in order for the Viewbix Inc. (the “Company”) to determine whether the undersigned’s receipt of the Company’s common stock (the “Securities”) in connection with an exchange of common stock with the Company may be accepted pursuant to Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned understands that (i) the Company will rely upon the following information for purposes of complying with Federal and applicable state securities laws, (ii) the Securities will not be registered under the Securities Act in reliance upon the exemption from registration provided by Rule 903 of Regulation S of the Securities Act, and (iii) this representation letter is not an offer to sell nor the solicitation of an offer to buy any Securities, or any other securities, to the undersigned. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in that certain Securities Exchange Agreement dated December 15, 2025, by and among the undersigned and the Company (the “Agreement”).

1.	At<br> the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity, of the Securities, such person<br> or entity was outside the United States.
2.	Such<br> person or entity is acquiring the Securities for such Purchaser’s own account, for investment and not for distribution or resale<br> to others and is not purchasing the Securities for the account or benefit of any U.S. person, or with a view towards distribution<br> to any U.S. person, in violation of the registration requirements of the Securities Act.
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3.	Such<br> person or entity will make all subsequent offers and sales of the Securities either (x) outside of the United States in compliance<br> with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration<br> under the Securities Act. Specifically, such person or entity will not resell the Securities to any U.S. person or within the United<br> States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the<br> “Distribution Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration<br> under the Securities Act.
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4.	Such<br> person or entity has no present plan or intention to sell the Securities in the United States or to a U.S. person at any predetermined<br> time, has made no predetermined arrangements to sell the Securities and is not acting as a distributor of such securities.
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5.	Neither<br> such person or entity, its affiliates nor any person acting on behalf of such person or entity, has entered into, has the intention<br> of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect<br> to the Securities at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities<br> Act.
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6.	Such<br> person or entity consents to the placement of a restrictive legend on any certificate or other document evidencing the Securities,<br> relating to the fact that the Securities are not registered under the Securities Act.
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7.	Such<br> person or entity is not acquiring the Securities in a transaction (or an element of a series of transactions) that is part of any<br> plan or scheme to evade the registration provisions of the Securities Act.
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8.	Such<br> person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able<br> to protect such person’s or entity’s interests in connection with the transactions contemplated by the Agreement.
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9.	Such<br> person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors<br> concerning its investment in the Securities.
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10.	Such<br> person or entity understands the various risks of an investment in the Securities and can afford to bear such risks for an indefinite<br> period of time, including, without limitation, the risk of losing its entire investment in the Securities.
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11.	Such<br> person or entity has had access to the Company’s publicly filed reports with the Securities and Exchange Commission and has<br> been furnished with all other public information regarding the Company that such person or entity has requested and all such public<br> information is sufficient for such person or entity to evaluate the risks of investing in the Securities.
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12.	Such<br> person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms and<br> conditions of the issuance of the Securities.
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13.	Such<br> person or entity is not relying on any representations and warranties concerning the Company made by the Company or any officer,<br> employee or agent of the Company, other than those contained in the Agreement.
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14.	Such<br> person or entity will not sell or otherwise transfer the Securities unless either (A) the transfer of such securities is registered<br> under the Securities Act or (B) an exemption from registration of such securities is available.
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15.	Such<br> person or entity understands and acknowledges that the Securities have not been recommended by any federal or state securities commission<br> or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information<br> concerning the Company that has been supplied to such person or entity and that any representation to the contrary is a criminal<br> offense.
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Date:
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(Signature<br> of Authorized Signatory)
(Name<br> of Authorized Signatory)
(Title)

Exhibit A

Form of Joinder Agreement

This Joinder Agreement (this “Joinder Agreement”) is made and entered into as of [●], 2025 (the “Joinder Date”), by and among Viewbix Inc. (the “Viewbix”), Quantum X Labs Ltd. (the “Company”), and the undersigned holder of [●]% of the share capital on the Company on a fully diluted basis (the “Joining Quantum Shareholder”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Exchange Agreement (as defined below).

RECITALS

WHEREAS, Viewbix, the Company, and certain shareholders of the Company holding [●]% of the share capital on the Company on a fully diluted basis (the “Initial Quantum Shareholders”) have entered into that certain Securities Exchange Agreement, dated as of December 15, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”);

WHEREAS, pursuant to the Exchange Agreement, Viewbix agreed to issue shares of its common stock in exchange for ordinary shares of the Company held by Initial Quantum Shareholders, subject to the terms and conditions set forth therein;

WHEREAS, the Exchange Agreement contemplates that additional shareholders of the Company may become parties thereto by executing a joinder agreement in the form attached thereto; and

WHEREAS, the Joining Quantum Shareholder desires to become a party to the Exchange Agreement and to exchange its Company ordinary shares on the terms set forth therein.

1. Joinder and Assumption

The Joining Quantum Shareholder hereby irrevocably agrees to become a party to the Exchange Agreement as a “Quantum Shareholder” for all purposes thereunder. Upon execution and delivery of this Joinder Agreement, the Joining Quantum Shareholder shall be deemed a Quantum Shareholder and a party to the Exchange Agreement as if it were an original signatory thereto, and shall be bound by, and entitled to the benefits of, all terms, conditions, covenants, representations, warranties and obligations applicable to a Quantum Shareholder under the Exchange Agreement.

2. Exchange of Shares

Pursuant to and in accordance with the Exchange Agreement, the Joining Quantum Shareholder agrees to exchange [●] ordinary shares of the Company, representing [●]% of the share capital on the Company on a fully diluted basis, for [●] shares in exchange for its pro rata share (together with the Initial Quantum Shareholders and other shareholders of the Company who may execute a joinder agreement on or prior to the Closing Date to become a party to the Exchange Agreement) of Viewbix Exchange Securities and Earn-Out Securities.

Representations and Warranties

The Joining Quantum Shareholder hereby makes, as of the Joinder Date, all representations and warranties of a Quantum Shareholder set forth in the Exchange Agreement, with the same force and effect as if such representations and warranties were fully set forth herein, except that references therein to the “Effective Date” shall be deemed to refer to the Joinder Date.

4. Covenants and Agreements

The Joining Quantum Shareholder agrees to perform and comply with all covenants and agreements applicable to a Quantum Shareholder under the Exchange Agreement.

5. Effect of Joinder; No Amendment

This Joinder Agreement is executed pursuant to the joinder provisions of the Exchange Agreement and shall not amend, modify or waive any provision thereof. Except as expressly provided herein, the Exchange Agreement shall remain in full force and effect.

6. Governing Law

This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

7. Counterparts; Electronic Signatures

This Joinder Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by PDF shall be deemed effective for all purposes.

[Signaturepages follow]

JOINING QUANTUM SHAREHOLDER

Name: ______________________________

Address: ___________________________

Number of Quantum X Labs Ltd. Ordinary Shares Held on a Fully Diluted Basis: __________

% of Quantum X Labs Ltd. : __________

Signature: __________________________

Date: ______________________________

ACKNOWLEDGED AND AGREED

VIEWBIX INC.

By: ________________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

QUANTUM X LABS LTD.

By: ________________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

Exhibit B

Form of Pre-Funded Warrant

Exhibit 10.2

NEITHERTHIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSIONOR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTUNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISEOF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDEDWARRANT TO PURCHASE COMMON STOCK

VIEWBIXINC.

Warrant<br> Shares: [●]	Initial<br> Exercise Date: [●]
	Issuance<br> Date: [●]

THISPRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date set forth above until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Viewbix Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

Definitions. In addition to the terms defined elsewhere in this Warrant or in the Securities Exchange Agreement dated December 15, 2025 by and among the Company, Quantum X Labs Ltd. (“Quantum”), the shareholders of Quantum listed on Schedule 1 attached thereto and the additional shareholders of Quantum listed on Schedule 2 attached thereto who, pursuant to the agreement and a joinder, becomes a party to the agreement (the “Securities Exchange Agreement”), the following terms have the meanings indicated in this Section 1:

1.1. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

1.2. “Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

1.3. “Board of Directors” means the board of directors of the Company.

1.4. “Business Day” means a Calendar Day other than a Saturday, Sunday or any other Calendar Day which is a federal legal holiday in the United States or any Calendar Day on which the commercial banks in the City of New York are required by law or other governmental action to close, provided that the commercial banks in the City of New York shall not be deemed to be required to be closed due to a “stay at home,” “shelter in place,” “non-essential employee” or similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York generally are open for use by customers on such Calendar Day.

1.5. “Calendar Day” means each and every day of the week (Sunday, Monday, Tuesday, Wednesday, Thursday, Friday and Saturday).

1.6. “Commission” means the United States Securities and Exchange Commission.

1.7. “Common Stock” means the common stock of the Company, $0.0001 par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

1.8. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

1.9. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.10. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

1.11. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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1.12. “Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

1.13. “Trading Day” means a Calendar Day on which the principal Trading Market is open for trading.

1.14. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

1.15. “Transaction Documents” means the Securities Exchange Agreement, these Warrants and such other Warrants as contemplated in the Securities Exchange Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

1.16. “Transfer Agent” means Transfer Online, Inc., the current transfer agent of the Company, with a mailing address of 512 SE Salmon Street, Portland, OR 97214-3444 and an email address of info@transferonline.com, and any successor transfer agent of the Company.

1.17. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

1.18. “Warrants” means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Securities Exchange Agreement.

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| --- | | 2. | Exercise. | | --- | --- |

2.1. Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit 2.1 (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2.5.1 herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2.3 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days after the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day after receipt of such notice. The Holderand any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, followingthe purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any giventime may be less than the amount stated on the face hereof.

2.2. Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.00001 per Warrant Share, subject to adjustment hereunder (such nominal exercise price, the “Exercise Price”), was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than such Exercise Price) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per Warrant Share is $0.00001.

2.3. Cashless Exercise. This Warrant may also be exercised, in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2.1 hereof on a Calendar Day that is not a Trading Day or (2) delivered pursuant to Section 2.1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2.1 hereof two (2) or more hours following the close of “regular trading hours” on such Trading Day;

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| --- | | (B) = | the Exercise Price of this Warrant, as adjusted hereunder; and | | --- | --- | | (X) = | the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. |

2.4. Holding Period for Cashless Exercise. If Warrant Shares are issued in a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. Without limiting any other provision in the Transaction Documents, assuming (i) the Holder is not an Affiliate of the Company, and (ii) all of the applicable conditions of Rule 144 promulgated under the Securities Act with respect to Holder and the Warrant Shares are met in the case of such a cashless exercise, the Company agrees that the Company will cause the removal of the legend from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Company’s transfer agent at its own expense to ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior to removing the legend. The Company agrees not to take any position contrary to this Section 2.4.

2.5. Mechanics of Exercise.

2.5.1. Delivery of Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or by electronic delivery (at the election of the Holder), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, including the delivery the aggregate Exercise Price to the Company (other than in the case of a cashless exercise), and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

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2.5.2. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

2.5.3. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2.5.1 by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

2.5.4. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2.5.1 above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

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2.5.5. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

2.5.6. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit 2.5.6 duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-Trading Day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-Trading Day electronic delivery of the Warrant Shares.

2.5.7. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

2.6. Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “AttributionParties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.6 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.6 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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Notwithstanding anything to the contrary in this Warrant or otherwise (except as contemplated in Section 3.4), prior to obtaining Stockholder Approval (as defined in the Securities Exchange Agreement), the Company shall not be required to effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, if the Company determines in good faith that such exercise would result in requiring a vote of the Company’s stockholders pursuant to the applicable rules of the Trading Market.

3.	Certain Adjustments.

3.1. Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

3.2. Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3.1 above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

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3.3. Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

3.4. Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (excluding mergers effected solely to change the Company’s name), (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50% of the outstanding Common Stock or more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more than 50% of the voting power of the common equity of the Company (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2.6 on the exercise of this Warrant), and to the extent it is within the Company’s control to cause the successor or acquiring corporation to deliver to the Holder the foregoing, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2.6 on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction that is within the Company’s control and in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3.4 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock prior to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein.

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3.5. Calculations. All calculations under this Section 3 shall be made to the nearest fraction of a cent as in the initial Exercise Price or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

3.6. Noticeto Holder.

3.6.1. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

3.6.2. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least twenty (20) Calendar Days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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| --- | | 4. | Transfer of Warrant. | | --- | --- |

4.1. Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4.4 hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit 2.5.6 duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days after the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

4.2. New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

4.3. Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

4.4. Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (x) the transferor (other than in connection with a transfer to an Affiliate of the transferor) provide to the Company an opinion of counsel to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act and (y) that the transferee agree in writing to be bound by the terms of the Securities Exchange Agreement, with all the rights and obligations of a Quantum exchanging shareholder under such agreements.

4.5. Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

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| --- | | 5. | Miscellaneous. | | --- | --- |

5.1. No Rights as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2.5.1, except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2.3or to receive cash payments pursuant to Section 2.5.1 and Section 2.5.4 herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

5.2. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

5.3. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then such action may be taken, or such right may be exercised, on the next succeeding Trading Day.

5.4. Authorized Shares.

5.4.1. Reservation of Authorized and Unissued Shares. The Company covenants that, while the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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5.4.2. Noncircumvention. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

5.4.3. Authorizations, Exemptions and Consents. Before taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

5.5. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws.

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5.6. Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

5.7. Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant shall be construed as a waiver by the Holder of any rights which the Holder may have under the federal securities laws and the rules and regulations of the Commission thereunder. Without limiting any other provision of this Warrant or the Securities Exchange Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

5.8. Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel 6971068, Attention: Amihay Hadad, Chief Executive Officer, email address: amihay@gix-internet.com, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 5.8 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 5.8 on a Calendar Day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

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5.9. Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

5.10. Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

5.11. Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

5.12. Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and a majority-in-interest of Holders of the Warrants, on the other hand; provided, however, that the second paragraph of Section 2.6 of this Warrant may not be modified or amended or waived prior to obtaining Stockholder Approval. No modification or amendment of the provisions hereof may be waived in a manner that is more favorable to other holder(s) of Warrants, as applicable, or to treat any holder(s) of Warrants in a manner that is in any respect not equal to the treatment of all other holder(s) of Warrants.

5.13. Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

5.14. Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

[VBIXSEA Pre-Funded Warrant Signature Page Follows]

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[VBIXSEA Pre-Funded Warrant Signature Page]

IN WITNESS WHEREOF, the Company has caused this Pre-Funded Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

VIEWBIX<br> INC.
By:
Name:	Amihay<br> Hadad
Its:	Chief<br> Executive Officer

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Exhibit2.1

NOTICEOF EXERCISE

To:	VIEWBIX INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ]	in lawful money of the United States.
[ ]	if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in<br>Section 2.3, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless<br>exercise procedure set forth in Section 2.3.

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4) The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[VBIXSEA Pre-Funded Warrant Exercise Notice – Signature Page]

Name<br> of Investing Entity:
Signature<br> of Authorized Signatory of Investing Entity:
Name<br> of Authorized Signatory:
Title<br> of Authorized Signatory:
Date:

Exhibit2.5.6

ASSIGNMENTFORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares of Common Stock.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
Address:
Phone<br> Number:
Email<br> Address:
Date:
Holder’s<br> Signature:
Holder’s<br> Address: