On June 18, 2024, Viewbix Inc. (the ?Company?) entered into a facility agreement (the ?Facility Agreement?) for a $1 million (the ?Facility Loan Amount?) credit facility (the ?Credit Facility?) with certain lenders set forth therein (the ?Lenders?). In addition to the Facility Loan Amount, the Facility Agreement contemplates the inclusion of an additional $530,657 of outstanding debt owed by the Company to the Lenders (the ?Prior Loan Amount?, and together with the Facility Loan Amount, the ?Loan Amount?), which Prior Loan Amount is entitled to certain rights under the Credit Facility. The term (the ?Term?) of the Credit Facility expires 12 months following the effectiveness of an uplisting of the Company?s shares of common stock, par value $0.0001 per share (the ?common stock?) to a national securities exchange (the ?Uplist?).

The Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $350,000 drawn down on the date of the Facility Agreement, (ii) an aggregate of $150,000 drawn down upon the filing of the Facility Registration Statement (as defined below) and (iii) an aggregate of $500,000 drawn down upon the effectiveness of the Uplist. The Credit Facility will accrue interest at a rate of 12% per annum, and the Company will also pay such interest on the Prior Loan Amount?, which is equal to $183,679 (the ?Interest?). The Interest shall be payable in (i) shares of common stock at a conversion rate of $0.25 for each U.S. dollar of Interest accrued on the respective Loan Amount, equal to an aggregate of 734,715 shares of common stock (the ?Facility Shares?) and (b) a warrant to purchase a number of shares of common stock equal to the Facility Shares, in the form attached hereto as Exhibit 10.2 (each a ?Facility Warrant?).

Immediately following the effectiveness of the Uplist, (i) $662,957 of the Loan Amount will convert into shares of common stock at a conversion rate equal to $0.25 per share of common stock (the ?Convertible Stock?) and (ii) the Company will issue a Facility Warrant to purchase a number of shares of common stock equal to the Convertible Stock with an exercise price of $0.25 per Share ((i) and (ii), collectively a ?Conversion Unit?). Such portion of the Loan Amount that is not converted into a Conversion Unit will remain outstanding and will not convert following the Uplist. For the duration of the Term of the Credit Facility, the lenders may elect to convert such unconverted portion of the Loan Amount into additional Conversion Units or, upon the expiration of the Term, such unconverted portion of the Loan Amount will be repaid in accordance with the terms of the Facility Agreement.

The Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and will have a three-year term from the issuance date.