SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of December 14,
2003, by and among B.O.S Better Online Solutions Ltd., an Israeli company (the "Company"), and the other
parties listed on SCHEDULE 1 hereto (each an "Investor" and collectively, the "Investors").
WHEREAS, subject to the terms and conditions herein, the Investors desire to acquire from the Company, and
the Company desires to issue to the Investors Ordinary Shares of the Company, par value NIS 4.00 each (each,
a "Share" and collectively, the "Shares", and when referred to the shares to be purchased by each Investor, such
number of shares as set forth opposite such Investor's name in the column labeled "No. of Shares" on
SCHEDULE 1 hereto) for the amounts set forth in SCHEDULE 1 hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investors hereby agree as follows:
1. PURCHASE AND SALE OF SHARES.
1.1 Subject to the satisfaction of the terms and conditions described in this Agreement, at the Closing (as defined
below) the Company agrees to sell to each Investor, and each Investor severally agrees to purchase from the
Company, such number of Shares, against such amount, as is set forth opposite such Investor's name in the
columns labeled "No. of Shares" and "Purchase Amount", respectively, on SCHEDULE 1 hereto.
2. CLOSING. The execution and delivery of this Agreement shall occur upon delivery by facsimile of executed
signature pages of this Agreement and all other documents, instruments and writings required to be delivered
pursuant to this Agreement to Amit, Pollak, Matalon & Co., NYP Tower, 17 Yitzhak Sadeh St., Tel-Aviv
67775 Israel attn: Yonatan Altman, Adv., Fax: (972) 3 561-3620. The closing of the purchase and sale of the
Shares will take place eight (8) days after the date hereof (or, if such date is not a business day, on the next
business day thereafter), on whic