ViewBix Inc. (VBIX)

[Winner8394]

On February 7, 2019, Virtual Crypto Technologies, Inc. (the “ Company ”) entered a share exchange agreement (the “ Agreement ”) with Algomizer Ltd., an Israeli Corporation (“ Algomizer ”), pursuant to which Algomizer will assign, transfer and deliver its 99.83% holdings in Viewbix Ltd., an Israeli Corporation, to the Company in exchange for shares of restricted common stock of the Company representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis on the closing date, excluding VCT warrants to purchase shares of common stock, which will expire in 2020 and with an exercise price representing a valuation for VCT equal to $30,000,000 (“ Fully Diluted Share Capital ”). In addition, upon the earlier of: (a) the launch of a live video product to an American consumer in the U.S by Viewbix Ltd., or (b) the launch of an interactive television product to an American consumer in the U.S Viewbix Ltd., the Company will issue Algomizer additional shares of re