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股权购买协议中英文

甲方：___________________

乙方：___________________

日期：___________________

B系列优先股股权购买协议

W I T N E S S E T H:

WHEREAS , the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company to raise additional capital by means of the issuance of o XXXX of the Company's Series B Preferred Shares, par value NIS 0.01 per share (the "Preferred B Shares"), to the Investor, at a price per Share of US (the "PPS"), and an aggregate purchase price of XX US Dollars (the "Investment Amount"), as more fully set forth in this Agreement; and

鉴于，出于公司利益的考虑，公司董事会决定通过向投资方发行XXX股B

系列优先股来为公司条窠额如资本，票面价彳直为NIS 0.01，每股XXX美元, 购买价格总计XXX美元(以下简称”投资总额”)，如下文所示；

WHEREAS , the Investor desires to invest in the Company an amount equal to the Investment Amount and purchase the Purchased Shares (as defined below) pursuant to the terms and conditions more fully set forth, and specifically subject to the Company's achievement of a certain milestone as provided herein;

鉴于，投资方愿意依据下述条款和条件、在公司取得一定里程碑时投资XXX 美元购买股票.

WHEREAS , concurrently with the signature of this Agreement, has

delivered to the Investor a commitment letter in the form attached hereto as

Schedule 2.1.13 whereby it has committed to transmit to the Company the balance of the OCS Funding Residual Amount (as defined below) in accordance with the terms set forth herein and therein.

鉴于，本协议签署之时，XXXX (如下文定义)要向投资方以附件“2.1.13

的格式递交承诺函，承诺向公司支付OCS资金残留金额(如下文定义)

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

现在,在考虑到双方的承诺和契约规定，双方据此同意如下：

Issue and Purchase of Shares. 股票的发行和购买

1.1. Issue and Purchase of Shares. 股票的发行和购买

Subject to the terms and conditions hereof, the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company, an aggregate of (xxxx) of the Company's Series B Preferred Shares (the "Purchased Shares"), at a price per Share equal to the PPS, reflecting a pre-money valuation of the Company of xxx and calculated on a Fully Diluted Basis (as defined below), for the aggregate Investment Amount.

The capitalization table of the Company reflecting the issued and outstanding share capital of the Company on a Fully Diluted Basis (as defined below), immediately prior to and immediately following the Closing (as defined below), is attached hereto as Schedule 0 (the "Capitalization

Table").

根据相关条款及条件，公司应对投资方发行并分配股票，投资方应从公司购买总

计xxxx股B系列优先股（以下简称”购买的股票”），每股价格为xxx美元，反

映出在全面摊薄基础上，公司交易总额的交易前市值为xxx美元.附件1.1（简称

资产表”）公司的资产表反映了交易结束前后在全面摊薄基础上公司已发行的流

通股本.

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

all issued and outstanding share capital of the Company, including (i) all ordinary

shares of the Company, par value of NIS 0.01 each (the "Ordinary Shares"), (ii) all

Preferred A shares of the Company, par value of NIS 0.01 each (the Preferred A

Shares ”), and all Preferred B Shares, (iii) all securities convertible into Ordinary Shares being deemed so converted, (iv) all convertible loans being deemed so

converted (v) all options, warrants and other rights to acquire shares or securities

exchangeable or convertible for shares of the Company, being deemed so allocated,

exercised and converted, and (vi) all options reserved for (including any unallocated

option pool) and/or allocated for issuance to employees, consultants, officers,

service providers or directors of the Company pursuant to any current share option

plans, agreements or arrangements heretofore, prior to the Closing, approved by

the Board of the Company (the "ESOP Pool") deemed converted and/or granted

and/or exercised.

全面摊薄基础”代表公司已发行流通的股票.包括:1)所有的普通股，每股票面价

值为NIS0.01;2)公司的A轮优先股和B轮优先股，每股票面价值为NIS0.01;3) 所

有被转换为普通股的证券；4)所有可转换贷款；5)被分配，行使和转换的所有期权，许可证或可取得可转换股票的其他权益；6)在交割前，由公司董事会批准的、根据任何目前或未来激励性股票期权计划的协议或安排，为公司员工，顾问,

高级管理人员，服务提供商，董事所保留的或直接向其分配的可被转化，授予，或

行使的期权.

1.3.

1.4.

1.3. _

1.4. The Investment Amount shall be invested by the Investor in the Company in three installments as follows: (i) an amount of (the First Installment ”) shall be paid to the Company at and subject to the Closing as defined in Section 0 herein, in consideration for the issuance to the Investor of xxxx Preferred B Shares (the "Closing Purchased Shares"), (ii) an amount of (the Second Installment ”) shall be paid to the Company within xx months following the Closing Date (the "Second Installment Date") in consideration for the issuance to the Investor of xxx Preferred B Shares (the "Second Installment Shares"), and (iii) the remaining amount of the Third Installment ” shall be paid to the Company at and subject to the Third