Material Agreement (Form 8-K)

Non-Binding Termsheet for Acquisition

On November 5, 2025, Viewbix Inc. (the "Company") entered into a non-binding term sheet with Quantum X Labs Ltd., an Israeli company ("Quantum"), a cutting-edge quantum computing and AI company focusing on advancing technologies in quantum algorithmics and quantum physics, and all of the shareholders of Quantum (the "Quantum Shareholders") with respect to a strategic transaction to acquire (the "Acquisition") 100% of Quantum's issued and outstanding share capital on a fully diluted and post-closing basis in exchange for the issuance of 65.0% of the Company's issued and outstanding capital stock, including the Private Placement Shares (as defined below) issued in the Private Placement Offering (as defined below), on post-closing basis of the Acquisition and the Private Placement Offering consisting of (i) shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") representing 19.99% of the Company's issued and outstanding capital stock (the "Exchange Shares), including the Private Placement Shares (as defined below) issued in the Private Placement Offering (as defined below), and (ii) pre-funded warrants to purchase shares of Common Stock representing the balance of the 65.0% less the Exchange Shares (the "Exchange Pre-Funded Warrants" and together with the Exchange Shares, the "Viewbix Exchange Securities"). The completion of the Acquisition and the issuance of Viewbix Exchange Securities is subject to final due diligence, the execution of definitive agreements, regulatory approvals, the approval of the Company's stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC (the "Stockholder Approval") and customary closing conditions.

Private Placement

On November 5, 2025, the Company entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors pursuant to which the Company agreed to sell and issue in a private placement (the "Private Placement Offering") an aggregate of 800,000 shares of Common Stock (the "Private Placement Shares") or pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants") in lieu of the Private Placement Shares. Each Private Placement Share and Pre-Funded Warrant will be sold together with a number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded Warrants sold in the Private Placement Offering, or in total warrants to purchase up to an aggregate of 800,000 shares of Common Stock (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants", and the Warrants together with the Private Placement Shares, the "Securities"), at a combined purchase price of $3.75 per Private Placement Share and accompanying Common Warrant and $3.7499 per Pre-Funded Warrant and accompanying Common Warrant.

The Private Placement Offering and the issuance of the Securities is expected to close during December 2025, subject to the satisfaction of customary closing conditions, receipt of the Stockholder Approval and the execution of definitive agreements related to the Acquisition. The Private Placement Offering was made without an underwriter, placement agent, broker, or dealer.

The Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The Common Warrants will be immediately exercisable upon issuance at an exercise price of $5.625 per share, subject to adjustment as set forth therein, and will expire five years from the issuance date. The Common Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of Common Stock underlying the Common Warrants. A holder of the Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates or any other persons whose beneficial ownership of shares of Common Stock would be aggregated with the holder's or any of the holder's affiliates), would beneficially own shares of Common Stock in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.