8-K

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): September 7, 2020

CREATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	52390	84-2054332
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 37th Floor New York, NY	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-930-9700

Not Applicable

(Former name or former address, if changed since last report.)

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement 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	Ticker 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 [X]

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. [  ]

Item 1.01 Entry into a Material Definitive Agreement.

Share Exchange Agreement

On September 7, 2020, Creations, Inc. (the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Yetsira Holding Ltd., a wholly-owned subsidiary of the Company (“Yetsira”), Ocean Partners Y.O.D Ltd., a corporation registered in Israel (“Ocean”), and certain shareholders of Ocean (“Ocean Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired 100% ownership of the capital stock of Ocean in exchange for an aggregate of (i) 1,254,498 shares of common stock of the Company, $0.001 par value (the “Shares”) and 1,254,498 warrants to purchase shares of common stock of the Company (the “Warrants”) to be issued to the Ocean Shareholders as set forth in the Share Exchange Agreement (the “Share Exchange”). Following the Share Exchange, Ocean will continue its respective legal existence as a wholly-owned subsidiary of Yetsira..

Pursuant to the Share Exchange Agreement, the parties agreed to certain governance-related matters upon execution of the Share Exchange Agreement. Yaniv Aharon, current Chief Executive Officer of Ocean, will serve as Chief Executive Officer of Yetsira, and a Yetsira representative will be nominated to the board of directors of Ocean. Furthermore, the Share Exchange Agreement contains customary representations and warranties made by each of the parties as well as certain indemnification provisions

In connection with the Share Exchange, on September 7, 2020, the Company, Guy Nissenson, current Chief Executive Officer and Chairman and majority shareholder of the Company, and the Ocean Shareholders, entered into a shareholder agreement (the “Shareholder Agreement”). The Shareholder Agreement grants the Ocean Shareholders certain minority rights and protections. It also granted Mr. Aharon a position on the Company’s Board of Directors.

The foregoing summaries of the Share Exchange Agreement and the Shareholder Agreement are subject to, and qualified in its entirety by, the terms of the Share Exchange Agreement, copies of which is attached hereto as Exhibit 10.1.

Warrants

The following summary of certain terms and provisions of the Warrants is not complete and is subject to, and qualified in its entirety by the provisions of the form of warrant, which is attached hereto as Exhibit 10.2.

The Warrants are exercisable at any time after their original issuance and at any time up to the date that is three (3) years after their original issuance. The Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the warrant agent a duly executed exercise notice and payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. No fractional shares of common stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

The exercise price per whole share of common stock purchasable upon exercise of the Warrants is $1.00 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, or some other arrangement, the holder of a Warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the Warrant.

2

The Shareholder Agreement

As mentioned above, in connection with the closing Share Exchange, Guy Nissenson, current Chief Executive Officer and Chairman and majority shareholder of the Company, and Ocean Shareholders, entered into a Shareholder Agreement. The Shareholder Agreement provides that, during the period prior Company’s securities on a stock exchange or a regulated market or after such securities are delisted, as long as Ocean Shareholders beneficially own not less than 10% of the issued and outstanding capital stock of the Company, the Ocean Shareholders will be entitled to certain protective minority interest rights, including the right to designate one individual to be nominated to the Company’s Board of Directors.

Furthermore, the Shareholder Agreement requires the Company to obtain shareholder approval of not less than 70% of the shares participating in the vote prior to certain corporation actions, including but not limited to amending the Company’s articles of incorporation or a material change in the Company’s business operations, among other actions.

The foregoing summary of the Shareholder Agreement is subject to, and qualified in its entirety by, the terms of the Shareholder Agreement, a copy of which is attached hereto as Exhibit 10.3.

Item 2.01 Completion of Acquisition of Disposition of Assets.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the terms of the Share Exchange Agreement and the Shareholder Agreement, on September 7, 2020, the size of the Board of Directors of the Company (the “Board”) was increased from one to two (2) and Yaniv Aharon was elected to fill the vacancy on the Board as the designee of the Ocean Shareholders to hold office until the earlier election and qualification of his respective successor or until his earlier resignation or removal. Mr. Aharon founded Oceans and has served as its Chief Executive Officer since 2014.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number	Exhibit
10.1	Share Exchange Agreement dated as of September 7, 2020 by and among Creations, Inc., Yetsira Holdings Ltd., Ocean Partners Y.O.D Ltd., and Ocean Shareholders
10.2	Form of Warrant
10.3	Shareholders Agreement dated September 7, 2020 by and among Guy Nissenson and Ocean Shareholders

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CREATIONS, INC.
Dated: September 11, 2020	By:	/s/ Guy Nissenson
	Name:	Guy Nissenson
	Title:	Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors

4

EX-10.1

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”) is made and entered into as of the 7^th of September, 2020 (the “Signature Date”) by and among: from the first part: (a) , by its shareholders Mr. Yaniv Yaar Aharon, Israeli ID 37244365, of Tagor 42, Tel-Aviv, Israel (“Yaniv”) ,Mr. Dan Barcai-Csiless, Israeli ID 34361964, of Raul Valenberg 6/33, Rehovot, Israel, (“Dan”), Mr. Maayan Amsalem, Israeli ID 40645699, of Eli Cohen 20, Herzeliya, Israel (“Maayan”), Mrs. Ester Brod, Israeli ID 53264545, of Shchaniya 34, Shchaniya, Israel (“Ester”), , Mrs. Ilans Aharon, Israeli ID 69426328, of Slomensky 9, Yafo, Israel (“Ilana”), Mrs. Rony Rozner, Israeli ID 39684816, of Har Boker 11, Kfar Saba, Israel (“Rony”), Mr. Gil Zomer, Israeli ID 15509672, of Har Boker 11, Kfar Saba, Israel, (“Gil”) and Ocean Partners Y.O.D Ltd., a company registered in Israel, co. no. 515121267(“Ocean”) of Menachem Begin 12, Ramat Gan, Israel, and from the other part: (b) Creations, Inc., a company organized under the laws of Delaware of 8 The Green, St. A, Dover, Delaware, 19901 (“Creations”) and Yetsira Holding Ltd., a company registered in Israel, co. no. 515755643 (“Yetsira”) (each, a “Party”, and collectively, the “Parties”).

RECITALS

WHEREAS, as of the Signature Date, Yaniv,Dan, Maayan, Ester, Ilana, Rony and Gil (together the “Shareholders”) are the main shareholders of Ocean;

WHEREAS, as of the Signature Date, Ocean operates Mutual Funds investment management services for 6 mutual funds (“the Funds”, as set forth in annex A hereunder) with total assets of 223M NIS under management, and managed clients portfolios of (in aggregate) 105M NIS, all together Assets Under Management (“AUM”) of 328M NIS (“Ocean Portfolio Operations”);

1

WHEREAS, the Parties have agreed that it would be in their best interests to effect, subject to the satisfaction, unless duly waived, of the applicable conditions set forth in this Agreement , a transaction pursuant to which 925 Shares of Ocean, 0.01 NIS par value which constitute 92.5% of the issued shares of Ocean at the Closing Date (as defined below), (the “Transferred Ocean’s Shares”) shall be transferred and assigned to Yetsira, a subsidiary of Creations, in consideration of the issuance by Creations toYaniv of 554,692 shares of common stock, $0.001 par value per share of Creations and 3 years 554,692 warrants to buy Creations shares for $1 per share, to Dan of 290,230 shares of common stock, $0.001 par value per share of Creations and 3 years 290,230 warrants to buy Creations shares for $1 per share, to Maayan of 280,736 shares of common stock, $0.001 par value per share of Creations and 3 years 280,736 warrants to buy Creations shares for $1 per share, to Ester of 27,124 shares of common stock, $0.001 par value per share of Creations and 3 years 27,124 warrants to buy Creations shares for $1 per share, to Ilana of 67,811 shares of common stock, $0.001 par value per share of Creations and 3 years 67,811 warrants to buy Creations shares for $1 per share, to Gili and Rony of 33,905 shares of common stock, $0.001 par value per share of Creations and 3 years 33,905 warrants to buy Creations shares for $1 per share, (together the “Issued Creations’ Shares”), so that following consummation of the transaction contemplated hereunder, Yetsira shall become the sole shareholder of the entire issued share capital of Ocean and Ocean Shareholders shall become a shareholder of Creations, all as more fully set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Preamble, Annexes and Headings

1.1. The Preamble and the Annexes to the Agreement constitute an inseparable part of the Agreement.

2

1.2. The headings in the Agreement and its annexes are for purposes of reference only and shall not be used in interpreting the Agreement.

2. The Transaction

Subject to the terms and conditions of this Agreement, on the Closing Date:

2.1. Ocean shareholders shall transfer, assign, convey and deliver to Yetsira the Transferred Ocean’s Shares , and (b) Creations shall issue and allot to Ocean shareholders the Issued Creations’ Shares, constituting on the Closing Date, 35.40% of the issued share capital of Creations, on a fully diluted base as of the Closing Date.

2.2. Undertakings of the Parties for the Intermediate Period

Immediately following the Signature date, and until the Closing Date (hereunder : “the Intermediate Period”), the Parties will:

2.2.1. Yaniv Aharon, CEO of Ocean, will be nominated as CEO of Yetsira under terms as set forth in an employment agreement (Annex 2.2.1 hereunder);

2.2.2. Yetsira representative will be nominated to the board of Ocean and shall have a veto right to all board’s resolutions regrading minority rights, including: amendment of the AoA, issuance of shares, the sale of all or substantially all the business operations; a material change in the Company’s business operations (including any purchase or sale which is not in the ordinary course of business; any material deviation from Company’s budget and/or action which is not in the ordinary course of business

2.2.3. Provided that funds managed by Ocean and by a subsidiary of Yetsira are all managed under Models Mutual Fund Management Ltd. (“Models MFM”) and provided Models MFM will initiate mergers of funds such funds, subject to hosting agreements of Models MFM with both Ocean and Yetsira, Ocean and Yetsira will not object to such proposed mergers.

3

2.2.4. Ocean will use its income for financing Ocean’s ordinary course of business operation during the Intermediate Period, and will not distribute any gains or make any interested party transactions (other than as in existing agreements) without the prior written consent of Yetsira’s representative in the board of Ocean.

3. Conditions to Closing

3.1. The obligations of the Parties to effect the Closing (as defined hereunder) shall be subject to the fulfillment on or prior to the Closing Date, of the following conditions (all or part of which, and subject to applicable Law, may be waived by the relevant Party, in writing) “(Conditions Precedent”):

3.1.1. There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement, by any local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which makes this Agreement or any of the transactions contemplated by this Agreement illegal or otherwise materially prohibits, restricts, or delays consummation of any of the other transactions contemplated by this Agreement.

3.1.2. The consent of all banks and/or other third parties in which Ocean has accounts or where such consent is required as set forth in agreements between Ocean and such 3^rd parties, as listed in Annex 3.1.3 hereto, for the transfer of control, shall have been obtained;

3.1.3. the approval of the Israel Competition Authority, if required, shall have been obtained;

3.1.4. Ocean’s Equity (ימצעןוה) shall be positive..

3.1.5. No Material Adverse Change has occurred with regards to either party prior to the Closing Date.

4

For purposes herein, the term ‘Material Adverse Change’ means any change, event, occurrence or circumstance that, in the aggregate with all other changes, events, occurrences and circumstances, results in: (i) loss or threatened loss of either Yetsira Investment House Ltd. (a fully owned subsidiary Yetsira) of or Ocean’s license as a portfolio manager; (ii) a material claim was filed by a 3^rd party against either Yetsira or Ocean (for the purpose of this sub section (iii) - Material Claim – a claim that may result, based on the opinion of either Creations or Ocean’s legal advisors, in a loss of license or permit, or in case the damage is not covered by an insurance policy, may cause the relevant party to decrease its capital below the legally required capital, and such decrease is not covered by the respective shareholders of such party);

3.2. If either party has not satisfied and meet all the Conditions Precedent within 90 days following the Signature Date, then the other party, at its sole discretion, may terminate the Agreement, which shall be null and have no further force and effect.

4. The Closing

4.1. The closing of the transaction, the transfer of the Transferred Ocean’s Shares to Creations, and the issue and allotment of the Issued Creations’ Shares by Creations, and the registration of all such transactions in the register of shareholders of each Ocean and Creations (the “Closing”) shall occur simultaneously with within [7] business days from the satisfaction of all Conditions Precedent (and unless such un-satisfied condition is waived in agreement by the Parties), or such other date, time and place the Parties shall mutually agree (the “Closing Date”).

4.2. The Closing shall take place at the offices of M. Firon & Co,2 Hashlosha Street, Tel Aviv.

4.3. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

5

4.3.1. The Parties shall sign duly share transferred deeds with regards to Transferred Ocean’s Shares.

4.3.2. Validly executed share certificates and Warrant letters for the Issued Creations’ Shares issued to Ocean Shareholders, , shall be transferred to Ocean Shareholders and will be attached hereto as Annex 4.3.2.

4.3.3. Copies of resolutions of Ocean, Yetsira and Creations’ Board of Directors approving the transaction will be attached hereto as Annex 4.3.3.

4.3.4. Updated register of shareholders of each of Ocean and Creations, shall be attached hereto as Annex 4.3.4..

4.3.5. Creations shall adopt new Articles of Association in the form attached hereto as Annex 4.3.5.

4.3.6. Guy Nissensohn, as the majority shareholder of Creations, and Mr. Yaniv Yaar Aharon shall sign a Shareholder Agreement in the form attached hereto as Annex 4.3.6 (the “Creations Shareholders Agreement”).

5. Representations and Warranties of Ocean Holdings and the Shareholders

Ocean Holdings, represents and warrants to Creations as follows:

5.1. Ocean is a company duly incorporated and organized and validly subsisting under the laws of the State of Israel. The Articles of Association of Ocean as in effect at the Signature Date are attached hereto as Annex 5.1.

5.2. Ocean is bound by an agreement with Models MFM in the form attached as Annex 5.2 hereunder, whereby Ocean receives hosting services, and manages the portfolios of the Funds (the “Models Agreement”), and has conformed to the provisions set out in the Models Agreement.

5.3. The authorized share capital of Ocean at the Signature Date (prior to the transfer of the Transferred Ocean’s Shares) shall consist of 100,000 Ordinary Shares, of which 1,000 are issued and outstanding.

6

5.4. As of the Closing Date, Ocean Shareholders will have the absolute and unrestricted right, power and authority to perform its obligations under this Agreement and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action. This Agreement constitutes the legal, valid and binding obligation of Ocean shareholders.

5.5. Except for Models MFM’s approval for the change of holdings and control in Ocean which is mandated under the Models Agreement and which will be obtained by Ocean and the Shareholders within 30 days and thereafter will be attached to this Agreement as Annex 5.5A, the report to the ISA of said change of control, a draft of which is attached hereto as Annex 5.5B, a shareholder and officers declaration to be prepared by Creations and reported to the ISA, a draft of which is attached hereto as Annex 5.5C, and the approval of the Israel Competition Authority (if required) no other consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority or other third party on the part of Ocean shareholders is required that has not been, or will not have been, obtained by Ocean Shareholders prior to or at the Closing in connection with the valid execution, delivery and performance of this Agreement or the sale and transfer of Transferred Ocean’s Shares, except approval of the Board of Directors of Ocean .

5.6. Ocean is the sole record and owner of operator of the Ocean Portfolio Operations and have the power to operate it.

5.7. Ocean’s Shares and Ocean’s right to operate the Ocean’s Portfolio Operations are free and clear of any and all liens, claims, charges, encumbrances, rights, options to purchase, right of first refusal, proxies, voting trusts and other voting agreements, calls or commitments of every kind, except rights to the Shareholders under the shareholders agreements between the Shareholders, and except to the Shareholders’ rights under the Articles of Association of Ocean.

7

5.8. There are no outstanding options, warrants, commitments, conversion rights, agreements, understandings, restrictions, arrangements, or rights of any character to which Ocean, nor one of the Shareholders is a party or by which Ocean may be bound, obligating Ocean to issue, deliver, or sell or cause to be issued, delivered, or sold any shares of capital stock or any securities convertible into or exchangeable for any shares of capital stock of Ocean

5.9. The execution, delivery and performance of this Agreement does not violate Ocean’s Articles of Association nor will it conflict with or violate the terms of (i) any judgment, order or ruling of any governmental authority to which Ocean is subject, (ii) applicable law or (iii) any agreement, license or commitment to which Ocean is a party or to which it is subject and which would impair the ability of Ocean shareholder to execute, deliver or perform this Agreement, except the provisions of the shareholders agreements between the Shareholders which have been terminated by the Shareholders, and the provisions of the Articles of Association of Ocean.

5.10. Ocean has not received any written notice of any action, suit, litigation, or governmental proceeding pending or contemplated against Ocean.

5.11. Ocean’s annual financial statement for the fiscal year ending on December 31, 2019, will be signed within 14 days of the Signature Date and thereafter will be attached to this Agreement as Annex 5.11. Such annual statement together with Ocean’s Balance sheet to the 31^th of May,2020 will be referred together as the “Ocean’s Financial Statements”. Ocean’s Financial Statements shall be in accordance with the books and records of Ocean and shall be prepared in accordance with Israeli generally accepted accounting principles (“GAAP”) consistently applied, and fairly present in all material respects the financial position of Ocean as of such dates and the results of its operations for the periods then ended all in accordance with GAAP.

5.12. To the best of their knowledge, Ocean operations has been handled since its foundation in a regular course of business.

5.13. The number of individual clients, corporate clients managed by Ocean, and the portfolios of the Funds, are attached as Annex 5.13, including the yearly and latest quarterly report to the ISA of Ocean operations business as mandated under law.

8

5.14. To the best of their knowledge, no fault in their credibility, as such is defined under the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 1995, has occurred and there is no reason that such fault shall be found by the ISA or that Ocean fit&proper standing shall be prejudiced or for their position as controlling shareholders, licensed portfolio managers, directors and officers in Ocean shall be revoked.

5.15. At Closing, other than as set forth in the Financial Statements Ocean shall have no liability, indebtedness, obligation, commitment, claim, debt, deficiency or guaranty of or by any person of any type, including towards the Shareholders (as salary, debt, or loan) whether known or unknown, disputed or undisputed, secured or unsecured, due or to become due, vested or unvested, liquidated or unliquidated, accrued, absolute, contingent, matured or immature (together “Liability”).

5.16. Neither Ocean, nor the shareholders, has, directly or indirectly, dealt with anyone acting in the capacity of a finder or broker and has not incurred any obligations for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Agreement.

5.17. This Agreement and the Annexes hereto, taken as a whole, do not include any untrue statement of a fact or omit to state a fact necessary to make the statements herein not misleading.

5.18. No representation or warranty of Ocean contained in this Agreement or in any document furnished by or on behalf of Ocean, contains any untrue statement of a fact or omits to state a fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There is no fact or information individually or in the aggregate relating to the business, condition (financial or otherwise), affairs, operations, prospects, assets or properties of Ocean, existing as of the date hereof and as of the Closing, that has not been explicitly disclosed in writing to Creations by Ocean and/or Shareholders and which: (i) is reasonably necessary to enable a reasonable investor to decide to enter into the transactions contemplated in this Agreement; or (ii) have or could reasonably be expected to have effect on Ocean or its business.

9

the Shareholders, severally and jointly, represent and warrant to Creations as follows:

5.19. The Shareholders has the absolute and unrestricted right, power and authority to perform their obligations under this Agreement.

5.20. As of the Signature Date, The Shareholders are the record and beneficial owner (including proxy) of 925 Ocean’s shares which constitute as of the Signature Date, 92.5% of the outstanding shares of Creations.

5.21. There is no limitation and/or restriction according to Ocean’s Articles of Association to execute the Ocean Restructure, and the Shareholders will have the sole responsibility to the Ocean Restructure process.

5.22. The Shareholders undertake to use their best efforts to fulfil the execution of the Ocean Restructure by no later than 90 days following the Signature date. It is however clarified that execution of the Ocean Restructure is a Condition for Closing that may be waived by the Shareholders as set forth in clause 3.1.1 above.

6. Representations and Warranties of Creations

Creations represents and warrants to the Shareholders and Ocean as follows:

6.1. Creations is a company duly incorporated and organized and validly subsisting under the laws of Delaware. The Articles of Association of Creations as in effect at the Signature Date is attached hereto as Annex 61.

6.2. The authorized share capital of Creations at the Signature (prior to the allotment of the Issued Creations’ Shares) shall consist of (A) 100,000,000 Shares, of common stock of which 2,289,744 share are issued as of the Signature Date, , all as detailed in Creations’ Cap-Table attached here to as Annex 6.2.

6.3. Creations has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement and the execution, delivery and performance by Creations of this Agreement have been duly authorized by all necessary action on the part of Creations. This Agreement constitutes the legal, valid and binding obligation of Creations.

10

6.4. No consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority or other third party on the part of Creations and/or Yetsira is required that has not been, or will not have been, obtained by Creations and/or Yetsira prior to or at the Closing in connection with the valid execution, delivery and performance of this Agreement or the sale and transfer of the Issued Creations’ Shares, except approval of the Board of Directors of Creations and Yetsira..

6.5. The name of the record and beneficial owners of Creations’ Shares which have the sole power to dispose of and to vote such shares is detailed in Creations’ Cap-Table attached here to as Annex 6.2. The Issued Creations’ Shares are and will be, upon the Closing date, free and clear of any and all liens, claims, charges, encumbrances, rights, options to purchase, right of first refusal, proxies, voting trusts and other voting agreements, calls or commitments of every kind, except to the Creations’ Shareholders’ rights under the Articles of Association of Creations as will be in effect upon Closing.

6.6. The rights of Creations’ shareholders are governed by Creations’ bylaws, and its Articles of Association.

6.7. The execution, delivery and performance of this Agreement does not violate Creations’ Articles of Association nor will it conflict with or violate the terms of (i) any judgment, order or ruling of any governmental authority to which Creations is subject, (ii) applicable law or (iii) any agreement, license or commitment to which Creations is a party or to which it is subject and which would impair the ability of Creations’ Shareholders and Creations to execute, deliver or perform this Agreement.

6.8. Creation’s financial statement for the fiscal year ending on December 31, 2019, (the “Creations’ Financial Statements”) attached to this Agreement as Annex 6.9 Creations’ Financial Statements shall be in accordance with the books and records of Creations and shall be prepared in accordance with US GAAP)accounting principles consistently applied, and fairly present in all material respects the financial position of Creations as of such dates and the results of its operations for the periods then ended all in accordance with such accounting principles.

11

6.9. To the best of their knowledge, Creations operations has been handled since its foundation in a regular course of business.

6.10. Creations has not received a written notice of any action, suit, litigation, or governmental proceeding pending or contemplated against Creations.

6.11. To the best of its knowledge, no fault in Creations’ or Yetsira credibility, as such is defined under any law, has occurred and there is no reason that such fault shall be found by any government authority or that Creations’ and or Yetsira fit& proper standing shall be prejudiced.

6.12. Creations has not, directly or indirectly, dealt with anyone acting in the capacity of a finder or broker and has not incurred any obligations for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Agreement.

6.13. Creations hereby confirms that prior to Signature Date it has received information regarding Ocean (including its operation such as Funds under management, clients’ accounts and etc.) and based on such information and based on the warranties and representation mentioned in this Agreement, Creation and Yetsira decided to enter to this Agreement.

6.14. This Agreement and the Annexes hereto, taken as a whole, do not include any untrue statement of a fact or omit to state a fact necessary to make the statements herein not misleading.

6.15. Except for the representations and warranties expressly contained in this Section 6, Creations does not make any other express or implied representation or warranty, and Creations hereby disclaim any other representations or warranties, whether express or implied.

12

7. Shareholders’ Release of Claims

Upon the Closing:

7.1. Each of the Shareholders (regarding Ocean) and Guy (regarding Creations) hereby warrants and represents that he, or anyone acting on his behalf, does not have, and shall not have following the Signature Date, any demand and/or claim against the other shareholders, Ocean, , Creations (respectively) or any of their affiliates, directors, officers, representatives, or anyone acting on their behalf, in relation to Ocean, , Creations their subsidiaries, financial state, this Agreement, or any act or omission, including such act or omission as a shareholder, director, officer, employee, contractor or otherwise in relation to Ocean and/or Creations and/or any of its subsidiaries, regarding the time prior to the Signature date, all – whether known or unknown at the time of signing this Agreement.

8. Indemnification

Definitions: In this Section 8, and with regards to the Transferred Oceans’ Shares - the Shareholders are referred to as the “Seller/s” and Creations is referred as “Buyer”, and with regards to Creations’ Shares, Creations is referred to as the “Seller” and Ocean Holdings or the Shareholders are referred as “Buyer/s”. In addition, the Buyer is referred to as the “Indemnified Party”, and the Seller is referred to as the “Indemnifying Party”.

8.1. The indemnification provided for in Section 8 shall be subject to the following limitations:

8.1.1. Except in the event of fraud, willful misconduct or intentional breach by the Seller’s representations and warranties contained herein by Seller; shall survive the Closing and shall remain in full force and shall remain in effect until the date that is 18 month from the Closing. With respect to fraud, willful misconduct or intentional breach by the Seller such representations and warranties shall survive the Closing and shall remain in full force until the applicable statute of limitation lapses.

13

8.1.2. Subject to the limitations set forth in this section 8, from and after the Closing, Seller hereby undertakes to indemnify, and agree to defend, and hold harmless Buyer from, against, and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost, and expense (including, without limitation, reasonable attorneys’ fees and costs and expenses reasonably incurred in investigating, preparing, defending against, or prosecuting any litigation or claim, action, suit, proceeding, or demand) (collectively, the “Loss”), as and when incurred, of any kind or character directly arising out, relating, or attributable to inaccuracy of any material representation or breach of any warranty of Seller contained in this Agreement.

8.1.3. The Buyer may not recover Losses from the Seller in respect of any claim for indemnification in accordance with section 8 unless the amount of Losses claimed in the aggregate is greater than USD 100,000 (the “Indemnification Threshold”). Once the Indemnification Threshold has been exceeded, the Buyer shall be entitled to recover all Losses including those within the Indemnification Threshold. Notwithstanding the foregoing, the Indemnification Threshold shall not apply as a threshold to any Losses based on fraud, willful misconduct or international breach by the Seller.

8.1.4. The aggregate liability of Seller shall be as follows:

8.1.4.1. except with respect to Losses based on or otherwise related to Seller’s fraud and/or intentional misrepresentation, Seller’s aggregate liability for all Losses shall not exceed the Value of the Issued Creations’ Shares at Closing based on the value of USD 1.00 per share;

8.1.4.2. with respect to Losses based on or otherwise related to Seller’s fraud and/or intentional misrepresentation, the Buyer may recover all of its Losses from the Seller without limitation.

14

8.1.5. In case of Indemnification according to this Section 8, the Indemnification shall be executed by an adjustment to the number of the Issued Creations’ Shares, based on the scope of the indemnification.

9. Miscellaneous

9.1. The Agreement and the Annexes attached thereto constitute the entire agreement among the Parties, supersedes all prior understandings, whether written or oral, and may not be amended or modified except by a writing signed by each of the Parties.

9.2. Each Party hereto shall execute and cause to be delivered to each other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

9.3. Each of the Parties hereto shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby.

9.4. No waiver of any term, provision or condition of the Agreement shall be deemed to be construed as a further or continuous waiver of any such, or other, term, provision or condition.

9.5. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) business days after the business day of deposit with the Israel Postal Service, if delivered by postage prepaid; (b) upon delivery, if delivered by hand; (c) one (1) business day after the business day of facsimile transmission, if delivered by facsimile transmission. All such notices and other communications shall be addressed to the following addresses or such other address as the recipient party may designate by ten (10) days’ advance written notice to the other party pursuant to the provisions above:

9.6. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

15

9.7. This Agreement shall be governed for all purposes exclusively by the laws of the State of Israel. Any dispute arising under or in relation to this Agreement shall be resolved in the competent court for the Tel Aviv-Jaffa district, and each of the parties hereby submits irrevocably to the jurisdiction of such court.

9.8. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. The Parties may not assign their rights and obligations under this Agreement without the prior written consent of the other Parties hereto.

9.9. No failure or delay on the part of any party to exercise any power, right, privilege or remedy under this Agreement shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

9.10. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all parties hereto.

IN WITNESS WHEREOF, the parties hereto have set their signature as of the date first written above.

OCEAN PARTNERS Y.O.D LTD. (in establishment)
By:
	Yaniv Aharon, CEO
	OCEAN shareholders
By:
	Yaniv Aharon,
And by:
	Mr. Dan Barkai-Ksiless
And by:
	Mr. Maayan Amsalem
And by:
	Mrs. Ester Brod
And by:
	Mrs. Ilans Aharon
And by:
	Mrs. Rony Rozner
And by:
	Mr. Gil Zomer
CREATIONS, INC.
By:
	Guy Nissensohn, President and CEO

16

EX-10.2

Exhibit 10.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR 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 STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

CREATIONS, INC.

Warrant Shares: _______ Initial Exercise Date:

THIS COMMON STOCK PURCHASE WARRANT (this “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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____________(the “Termination Date”) but not thereafter, to subscribe for and purchase from CREATIONS, Inc. a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated _________, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

a) 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 for a period of three (3) years at the Exercise Price by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within two Business Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. 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 form 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 two (2) Business Days of the date 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) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $1.00, subject to adjustment hereunder (the “Exercise Price”).

1

c) Mechanics of Exercise.

i. 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 the 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, registered in the Company’s share register in the name of the Holder or its designee, 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 one (1) Business Day 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 payment of the aggregate Exercise Price is received within two Business Days

ii. 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.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. 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(c)(i) 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 (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.

2

v. 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.

vi. 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 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-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-day electronic delivery of the Warrant Shares.

vii. 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.

d) 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, “Attribution Parties”)), 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, nonexercised 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 nonconverted 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(e), 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(d) 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(d), 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 Business 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%][9.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. 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(d) 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.

3

Section 3. Certain Adjustments.

a) 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 its 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 the 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(a) 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.

b) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

c) Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or 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.

4

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 3(e) of the Subscription Agreement, 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 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) Business Days of the date the Holder delivers an assignment form to the Company assigning this Warrant 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.

b) 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(a), 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 original issue date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) 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.

d) 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 the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 3(e) of the Subscription Agreement.

e) 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.

5

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise. 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(c)(i), except as expressly set forth in Section 3.

b) 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.

c) 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 Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares 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 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).

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.

Before taking any action which 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.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Subscription Agreement.

f) 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.

6

g) 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. Without limiting any other provision of this Warrant or the Subscription 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.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.

i) 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.

j) 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.

k) Successors and Assigns. Subject to applicable securities laws and the conditions set forth in Section 4(d) hereof and the provisions of Section 3(e) of the Subscription Agreement, 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.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) 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.

n) 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.

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

(Signature Page Follows)

7

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

Creations, INc.
By:
Name:	Guy Nissensohn
Title:	Chief Executive Officer

8

NOTICE OF EXERCISE

To: Creations, 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) 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:

_______________________________

_______________________________

_______________________________

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

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

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

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

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature:________________________
Holder’s Address:_________________________

EX-10.3

Exhibit 10.3

SHAREHOLDER AGREEMENT

This shareholders Agreement (this “Agreement”) is made and entered into as of 7 of September , 2020 (the “Signature Date”) by and among: (a) Mr. Guy Nissensohn, Israeli ID 31877681 of Ofek Uriel 8, Herzliya, Israel (“Guy”); (b) Mr. Yaniv Yaar Aharon, Israeli ID 37244365, of Tagor 42, Tel-Aviv, Israel (“Yaniv”) jointly with Mr. Dan Barkai-Ksiless, Israeli ID 34361964, of Sderot Max Ve’Ampro Shein 35, Rehovot, Israel (“Dan”); Mrs. Ester Brod, Israeli ID 53264545, of Shchaniya 34, Shchaniya, Israel (“Ester”) represented via proxy by Dan, Mrs. Ilans Aharon, Israeli ID 69426328, of Slomensky 9, Yafo, Israel (“Ilana”), represented via proxy by Yaniv, Mrs. Rony Rozner, Israeli ID 39684816, of Har Boker 11, Kfar Saba, Israel (“Rony”) and Mr. Gil Zomer, Israeli ID 15509672, of Har Boker 11, Kfar Saba, Israel, (“Gil”) together represented via proxy by Yaniv, all of them are current holders of Ocean Partners Y.O.D.M (“Ocean Group”)

RECITALS

WHEREAS, some of the Parties as well as Creations Inc., a company incorporated under the laws of the State of Delaware and whose address is at 8 The Green St. A, Dover, Delaware (“Creations”) and Yetsira Holdings Ltd. of Arieh Shenkar St 1, Herzliya, Israel (“Yetsira”) are parties to that certain Share Exchange Agreement dated 7 september , 2020 (hereinafter, the “Ocean Agreement”, and/or the “Share Exchange Agreement”);

WHEREAS, effective as of the Final Closing, as defined in the Share Exchange Agreement (as defined above), the Shareholders are expected to become holders of the issued and outstanding share capital of Creations and officers of Creations and/or of Yetsira;

WHEREAS, the Parties wish to regulate their conduct as shareholders of Creations following the Final Closing, either during the period prior to the listing of Creations’ securities on a stock exchange or a regulated market or after such securities are delisted (hereinafter, the “Private Company Period”) or the period during which Creations’ securities are listed (hereinafter: the “Public Company Period”);

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable considerations, the Parties hereto agree as follows:

Terms not expressly defined herein shall have the meaning ascribed to them in the Share Exchange Agreement.

1. Minority Interests - General

1.1. In this Agreement below, the matters set forth below constitute protective minority rights:

(1) Any change in Creations’ articles of association and/or Yetsira’s articles of association.

(2) Any change in the number of members on the board of directors of Creations and/or Yetsira, except as required by the law applicable to public companies and/or the termination of office of the representatives of Ocean on the board of directors (except if termination of office is required by law or due to incapacity).

(3) A resolution to delist Creations from the stock exchange.

1

(4) Sale of the Creations groups business operations in Israel, including sale of Yetsira or any portion of the managed assets. For this purpose, a waiver of a portfolio management license and/or mutual fund management license, or the sale of Creations or its operations at a price per share lower than $2.5, shall be deemed a sale.

(5) Issuance of Creations’ shares, or securities convertible into Creations’ shares, by way of public offering and/or private placement, as part of an investment transaction at a price per share or a value reflecting a price lower than US $2 per share during the Public Company Period, or based on a company valuation lower than US $2 per share during the Private Company Period, except for such case in which the board of directors of Creations, while relying on approved financial models, concludes that Creations is an insolvent company, e.g.: subject to a “going concern” provision, 12 month cash projections are lower than the cash in Creations’ bank account or negative tangible equity.

(6) Material change (including by sale of operations and/or acquisition of new operations and/or creation of new operations) in the business operations of Creations, where it is agreed that the Creation’s business operations focus on capital market investment activities and financial services (on the buy side), including the provision of services such as investment, management, investment banking, retail banking, etc.). For this purpose, “material change” means the investment by Creations in the development of operations at a value exceeding 30% of Creations’ equity in the year preceding the year of the investment, or sale of operations with an impact exceeding 30% of the equity, or the acquisition of operations (whether paid in cash, by way of share allotment or otherwise) with a financial volume exceeding 30% of the equity in the year preceding the year in which the transaction is expected to take place.

(7) Purchase transactions, in cash or by way of allotment of shares, of any activity or company, including activity within the scope of Creations’ business operations, either by Creations or by a company within the Creations’ group, as part of an acquisition or merger, that will result in an expense, following which the equity of Yetsira (and of other companies controlled by Yetsira) will be less than NIS 4 million, adjusted to profit or loss from operation, except if the reduction in equity results from a cash loss arising from the operations in Israel of the group of entities under Yetsira’s control over the years.

2. Minority Interests Protection

2.1. The Parties agree that during the Private Company Period, any decision on any matters relating to minority interest protection as set out in Section 1 above will be submitted for resolution by the general meeting of Creations’ shareholders, and the majority required to pass such resolution will be 70% of the shares participating in the vote. The articles of association of Creations and of Yetsira will be amended accordingly as a condition precedent for the Final Closing.

2.2. During the Public Company Period, the articles of association of Creations as a public company will include a provision whereby resolutions on matters relating to minority protection (as defined in Section ‎1 above) will be submitted to the general meeting of shareholders following discussion by the board of directors. Resolutions at the general meeting of Creations’ shareholders will be passed by a simple majority, however, it is agreed by the Parties that, if early discussion is held by the Parties prior to passing a resolution on any matter relating to minority protection, the Ocean Group will object to the resolution, Guy will be prevented from voting for it at the general meeting of shareholders to be convened to discuss and decide the matter. Similarly, should Guy vote against the approval of such matter in an early discussion to be held prior to passing a resolution on any matter relating to minority protection, the Ocean Group will be prevented from voting in favor of the resolution at the general meeting of shareholders to be convened to discuss and decide the matter.

2

2.3. Notwithstanding anything to the contrary in the aforesaid, to the extent that either during the Private Company Period or the Public Company Period, any minority protection matter (as defined in Section ‎1 above) is submitted for the approval of the board of directors of Creations and is unanimously agreed by Guy and Yaniv (or any other representative on behalf of the Ocean Group), and subject to applicable law does not require the approval of the general meeting of the shareholders of Creations, then the resolution as adopted by the board of directors of Creations will be final and binding on the Parties and the matter will not be brought for the approval of the general meeting of the shareholders of Creations.

3. Appointment of Directors. Notwithstanding anything to the contrary contained herein, it is hereby agreed that, effective as of the Final Closing Date, the board of directors of Creations and the board of directors of Yetsira will include the following members: (a) Guy; (b) Yaniv (or any other representative on behalf of the Ocean Group);; and (c) Prior to the Company becoming a public company, Guy shall be entitled to nominate, at his discretion, two more candidates to serve as directors of Creations. During the Public Company Period it is agreed that said directors will also serve as directors of Yetsira and of any other company controlled by Creations, on behalf of Guy. If, for any reason whatsoever, it is impossible to appoint a particular candidate on behalf of Guy to the board of directors of Yetsira (or of any other company within the Creations’ group), Guy shall have the right to appoint any other person to Yetsira’s board of directors and/or the board of directors of any such company, subject to the provisions of any law applicable to such company. Without derogating from the foregoing, during the Private Company Period, the board of directors of Creations and Yetsira shall consist of two (2) directors, as follows: Guy shall have the right to appoint one (1) director and one (1) director will be appointed by the Ocean Group. The directors (including the chairman of the Board) shall have equal votes and no one of them shall have a casting vote or veto right at Board meetings, and a resolution shall be deemed to have been passed if approved by a majority of the directors in attendance in the meeting. In case of equal votes, the resolution shall be deemed to have been rejected.

4. Exercise of Shares. Without derogating from the provisions of the Share Exchange Agreement relating to the rights of the Ocean Group to sell Creations’ shares held and to be held by them, it is agreed between the Parties that if, notwithstanding the foregoing, during the Public Company Period, a resolution on any of the matters listed above with respect to minority interest protection is passed contrary to the opinion of the Ocean Group, then the Ocean Group will be entitled to immediately exercise Creations’ shares held by it as of the date of this Agreement. For the avoidance of doubt, the share certificate or any other document constituting evidence of the ownership by the Ocean Group of Creations’ shares will include a provision relating to the right to sell any Creations’ shares held by it as of the date of this Agreement, as set forth above. Pursuant to any regulatory restrictions.

3

5. Voting Agreement – Operation in Israel

5.1. The board of directors of Creations or the board of directors of Yetsira, as applicable (or any other entity within Creation’s Group) shall have the authority to decide on matters relating to termination or change in the terms of employment of any of the individuals listed below, and to recommend to the competent organs of the Company to pass a resolution on such matter:

5.2.1       Yaniv Aharon ID 37244365

5.2.2       Shmuel Yelshvich ID 307703876

5.2.3       Ilan Arad, Israeli ID 35904820

5.2.4       Dan Barkai, Israeli ID 34361964

5.2. For the avoidance of doubt, it is clarified that, should it be decided to terminate the employment of any of the officers listed above prior to the end of his/her term of employment as set forth in the employment agreement, except if his/her employment is terminated for “cause” (as defined below), the officer whose employment has been terminated will be entitled to the consideration for the remaining period of the employment agreement, in full, up until the date of termination of the original employment agreement, in addition to all terms of employment, including advance notice period and severance pay, and the provisions of Section 4 above will apply. Termination of employment for cause occurs upon the occurrence of any of the events set forth in the employment agreement, and any of the following events: (a) breach of the officer’s fiduciary duty to Creations or Yetsira; (b) the filing of an indictment against the officer for an offense relating to economic matters, as set forth in the definition of the term “offense” in Section 1 of the Law for the Regulation of Investment Advice, Investment Marketing and Investment Management, 1995; (c) if the officer is unable to provide his/her services to Creations or Yetsira for an aggregate period of more than 180 days per year or a consecutive period of 90 days; (d) if the officer is declared bankrupt; and (e) if the officer has materially breached his/her obligations under the employment agreement.

6. Shareholders’ Rights

The Parties expressly agree that this Agreement will apply to all of the Shareholders holdings in Creations that are currently in possession of any of them, either directly or indirectly through a proxy, a holding company under its control or a relative residing in the same household, or holdings acquired after the date hereof through any and all means, including and without limitation, by means of acquisition, conversion of convertible securities or operation by law, or as a result of reorganization or reclassification, either voluntarily or involuntarily, or any other similar transaction.

7. Further Assurances

Each Party will perform such other activities and vote for its shares and execute such other documents (including and without limitation, the articles of association of Creations or Yetsira) as may be reasonably necessary to perform and give full force and effect to the provisions of this Agreement and the intent of the Parties as reflected herein, and the Parties further undertake not to vote any of their shares in Creations, nor perform any other activity which may derogate, contradict or adversely impact in any way the declared intentions of the Parties as herein set forth.

4

8. Term and Termination of Agreement

This Agreement shall become effective on the date stated herein and shall be immediately terminated upon the occurrence of the earlier of (1) the Parties’ written consent, and subject to the terms of such consent; (2) on the date on which a Party hereto ceases to hold, either directly or indirectly (including through a holding company, a proxy, first degree relatives, etc.) 10% or more of the issued and outstanding share capital of Creations.

9. Miscellaneous

(a) Applicable Law and Jurisdiction. This Agreement shall be subject to and construed in accordance with the laws of the State of Israel without regard to of the choice of law rules. Any disputes, questions or differences that may arise at any time after the date hereof between the Parties hereto (including Creations) or their representatives or any of them, which the Parties cannot amicably resolve, pertaining or relating to or arising from this Agreement or in connection therewith, or in connection with its validity, interpretation or any action hereunder, or any impact it may have on the provisions contained herein, or in connection with the rights, obligations or liabilities hereunder of the Parties hereto, or pursuant hereto, shall be finally and exclusively resolved by the competent court in Tel Aviv – Yafo.

(b) Successors and Assigns; Assignment. Except as otherwise expressly provided for in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties hereto. Neither Party shall be entitled to assign its rights or obligations hereunder without the prior written consent of the other Parties hereto.

(c) Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the matters addressed herein, and supersedes any oral or written agreement with regard to the matters addressed herein. Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either retroactively or prospectively, and either generally or in a particular instance) solely with the written consent of the Shareholders.

(d) Notices. All notices required or permitted hereunder may be delivered in person or sent by (prepaid) registered mail, fax or email. Notices delivered in person shall be deemed to have been received seven (7) days after being sent. Notices sent by fax or email shall be deemed to have been received at the time of transmission, subject to confirmation of uninterrupted transmission by a transmission report, provided that any notice sent according to the aforesaid but received on a day other than a business day, or after regular business hours at the place of receipt, shall be deemed to have been received on the next business day upon opening the business hours at the place of receipt. Until otherwise notified by either Party to the others, the addresses of the Parties for purposes of this Agreement shall be as set forth in the preamble to this Agreement.

Any notice or other communication to be given hereunder shall be in writing and in the English language, unless otherwise required by applicable law, and in such case, an accurate English translation of any such document shall be provided.

5

(e) Delays or Failures. Any delay or failure to exercise a right, power or remedy available to any Party for breach or failure under this Agreement, or waiver by a Party hereto (including Creations) of any provision or term contained herein, shall be made in writing and shall only become effective if expressly set forth in such document. All remedies, whether pursuant to this Agreement or otherwise granted to either Party (including Creations), shall be cumulative rather than alternative.

(f) Severability. If any provision of this Agreement is found by a competent court to be unenforceable under applicable law, such provision shall be excluded from the Agreement, and the remaining provisions hereof will be construed as if such excluded provision is enforceable under its terms, provided that in such case, this Agreement will be construed in a manner that gives effect, to the maximum extent consistent with applicable law, to the meaning and intention of the excluded provision, as determined by a court of competent jurisdiction.

(g) Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original and be enforceable against the Parties actually signing such counterpart, but all of which shall be deemed to constitute a single instrument.

[The remainder of this page is deliberately left blank].

6

Guy Nissensohn

By:

Name:

Title:

Yaniv Yaar Aharon

By:

Name:

Title:

Dan Barkai-Ksiless

By:

Name:

Title:

Holding Company (for Yaniv and Dan)

By:

Name:

Title:

7