Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Securities Exchange Agreement

On July 31, 2024, Viewbix Inc. (the "Company" or "Viewbix"), entered into an amended and restated securities exchange agreement (the "Agreement"), with Metagramm Software Ltd., an Israeli company ("Metagramm") that amends and restates the prior securities exchange agreement entered into on July 30, 2024 between the Company and Metagramm, pursuant to which Viewbix agreed to issue to the Metagramm 9.99% of its issued and outstanding capital stock on a post-closing basis, in exchange for 19.99% of Metagramm's issued and outstanding share capital on a post-closing basis. The Company and Metagramm each determined that the anticipated synergy of the opposite party presented a mutual benefit, primarily through certain potential collaborative efforts in both R&D and sales and marketing. The parties anticipate to close the Agreement following the effectiveness of an uplisting of the Company's shares to a national securities exchange.

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

The Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the terms of the Agreement are qualified in their entirety by reference to such exhibit.