BOS BETTER ONLINE SOLUTIONS LTD (Form: SC 13D, Received: 02/07/2019 06:43:50)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.)*

B.O.S. Better Online Solutions Ltd.

(Name of Issuer)

Ordinary Shares, nominal value NIS 80.00 per share

(Title of Class of Securities)

M20115180

(CUSIP Number)

Kfir Silberman

L.I.A. Pure Capital Ltd.

20 Raoul Wallenberg Street

Tel Aviv, Israel 6971916

+972-3-7175777

Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications

February 6, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: ☐

Note: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

1	NAME OR REPORTING PERSON L.I.A. Pure Capital Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 32,804
	8	SHARED VOTING POWER 162,734 (1)
	9	SOLE DISPOSITIVE POWER 32,804
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 195,538
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.50% (2)
14	TYPE OF REPORTING PERSON CO

(1)

Kfir Silberman is the control shareholder of L.I.A. Pure Capital Ltd. (“ Pure Capital ”). Pure Capital has entered into voting agreements with Next-Line Ltd. (“ Next-Line ”) and iDnext Ltd. (“ iDnext ”), pursuant to which Pure Capital has been provided with an irrevocable proxy to vote 50,072 ordinary shares par value NIS 80.00 per share of B.O.S. Better Online Solutions Ltd. (the “ Registrant ” and the “ Ordinary Shares ”, respectively), owned by Next-Line and 112,662 Ordinary Shares owned by iDnext.

(2)

Based on a total of 3,553,714 Ordinary Shares outstanding as of June 30, 2018 (based on the Registrant’s unaudited condensed interim consolidated financial statements furnished to the Securities and Exchange Commission on September 17, 2018 on Form 6-K).

1	NAME OR REPORTING PERSON Kfir Silberman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 32,804
	8	SHARED VOTING POWER 162,734 (1)
	9	SOLE DISPOSITIVE POWER 32,804
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 195,538
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.50 % (2)
14	TYPE OF REPORTING PERSON IN

(1)

Kfir Silberman is the control shareholder of Pure Capital. Pure Capital has entered into voting agreements with Next-Line and iDnext, pursuant to which Pure Capital has been provided with an irrevocable proxy to vote 50,072 Ordinary Shares owned by Next-Line and 112,662 Ordinary Shares owned by iDnext.

(2)

The undersigned, Pure Capital and Kfir Silberman (collectively, the “ Reporting Persons ”), hereby file this Schedule 13D (the “ Schedule 13D ” or “ Schedule ”) with respect to the ordinary shares of par value NIS 80.00 per share (“ Ordinary Share ”), of the Registrant .

Item 1. Security and Issuer

This statement on Schedule 13D relates to the Ordinary Shares of B.O.S. Better Online Solutions Ltd., an Israeli company. The principal executive office of the Registrant is located at 20 Freidman Street, Rishon LeZion, 7535825, Israel.

Item 2. Identity and Background

(a)-(c) Pure Capital is an Israeli holding company incorporated in 2010. The address of its principal office and principal place of business is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916, c/o Kfir Silberman. As of the date of this Schedule, Kfir Silberman, an Israeli citizen, is the officer, sole director and serves as the chairman of the board of directors of Pure Capital.

Kfir Silberman is the control shareholder of Pure Capital. As of the date of this Schedule, Mr. Silberman owns 100% of the shares of Pure Capital. The address of his principal office and principal place of business is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916.

(d)-(e) During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

During the last five years, to the best of Pure Capital’s knowledge, Kfir Silberman (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(f) Kfir Silberman is an Israeli citizen.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of February 6 , 2019, a copy of which is attached hereto as Exhibit 3.

Item 3. Source and Amount of Funds or Other Consideration

The Ordinary Shares reported herein as beneficially owned by Pure Capital were acquired with the working capital of Pure Capital as applicable (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

Item 4. Purpose of Transaction

The Reporting Persons acquired and entered into a voting agreement with respect to the Ordinary Shares because they believe that the Ordinary Shares are undervalued and represent an attractive investment opportunity. In addition, the Reporting Persons intends to seek a position of the Registrant’s board of directors and may seek to gain a control interest in the Registrant. The Reporting Persons intends to have discussions with the Registrant’s board of directors and management regarding topics including: (1) addressing the Registrant’s chronic underperformance for shareholders, (2) changing the Registrant’s board and senior management composition and addressing corporate governance, (3) optimizing the Registrant’s assets, operations and capital allocation strategies, (4) pursuing opportunities to improve performance by addressing core operating deficiencies, and (5) initiating a review of strategic alternatives particularly in light of the Registrant’s apparent unwillingness to engage in discussions with third parties regarding such alternatives. The Reporting Persons expect to have discussions with the Registrant’s management and board of directors, shareholders and other interested parties relating to such matters and is also prepared, if necessary, to nominate individuals for election to the Registrant’s board of directors and to participate in the solicitation of proxies in support of such individuals. To date, the Reporting Persons have not engaged in any such discussions nor has the Reporting Persons entered into negotiations and/or agreements with any third-party investors in the Registrant or others for such purposes.

Pure Capital Voting Agreements

In connection with the described above transaction, on February 6, 2019 each of Next-Line and iDnext entered into a voting agreement with Pure Capital (the “ Voting Agreements ”) , pursuant to which Pure Capital has been provided with an irrevocable proxy to vote Next-Line’s and iDnext’s 50,072 and 112,662 Ordinary Shares, respectively, at the first meeting of the shareholders of the Registrant following the effective date of the agreement, however called, and any adjournments thereof, provided that such meeting will be held no later than May 15, 2019 (the “ Meeting ”) . Copies of the Voting Agreements are attached hereto as Exhibit 1 and Exhibit 2, respectively.

The Voting Agreements require each of Next-Line and iDnext, among others, to vote (a) the Ordinary Shares and the other securities according to the instructions to be provided by Pure Capital in connection with the removal of the existing members of the board of directors of the Registrant and the appointment of the persons specified in Annex A to the Voting Agreements, to be nominated to the Registrant’s board of directors by Pure Capital and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Next-Line and iDnext under the Voting Agreements.

Pursuant to the Voting Agreements, Next-Line and iDnext revoked all previous proxies granted with respect to the Ordinary Shares and other securities and irrevocably granted to Pure Capital (or any of his representatives to be appointed by Pure Capital at his sole discretion) with an irrevocable proxy and power of attorney to act, until the adjournment of the Meeting, on behalf of them with respect to the Ordinary Shares and other securities owned or held by them, and empowers Pure Capital with the exclusive right, exercisable in any manner in the Pure Capital’s sole and absolute discretion, to receive all relevant information, attend and vote on the Next-Line’s and iDnext’s behalf at the Meeting if any, all according to the terms set forth in the Voting Agreements.

The Voting Agreements contain additional customary provisions, including customary representations, warranties and covenants of Next-Line and iDnext.

Item 5. Interest in Securities of the Issuer

(a) – (b) The information included herein are based on a total of 3,553,714 Ordinary Shares outstanding as of June 30, 2018 (based on Registrant’s unaudited condensed interim consolidated financial statements furnished to the Securities and Exchange Commission on September 17, 2018, on Form 6-K).

Pure Capital has the sole dispositive and voting power over 32,804 Ordinary Shares, representing approximately 0.92% of the outstanding share capital of the Registrant. In addition, by virtue of the Voting Agreements, Pure capital has the joint voting power over 162,734 Ordinary Shares representing approximately 4.58% of the outstanding share capital of the Registrant.

Kfir Silberman does not directly own any Ordinary Shares. Mr. Silberman, as the chairman and chief executive officer of Pure Capital, may be deemed a beneficial owner of any Ordinary Shares beneficially owned by Pure Capital.

Based on information provided by Next-Line, Next-Line has the sole dispositive and voting power over 50,072 Ordinary Shares, representing approximately 1.41% of the outstanding share capital of the Registrant.

Based on information provided by iDnext, iDnext has the sole dispositive and voting power over 112,662 Ordinary Shares, representing approximately 3.17% of the outstanding share capital of the Registrant. In addition, iDnext, is the controlling shareholder of Next-Line, and therefore may be deemed to have the joint voting power over 50,072 Ordinary Shares representing approximately 1.41% of the outstanding share capital of the Registrant.

Itshak Shrem, a director nominee proposed by Pure Capital, has sole dispositive and voting power over 26,000 Ordinary Shares, representing approximately 0.73% of the outstanding share capital of the Registrant.

(c) Schedule A annexed hereto lists all transactions in securities of the Registrants by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market.

(d) Except as set forth in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

(e) N/A.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described below, none of the Reporting Persons has any contracts, arrangements, understandings, or relationship (legal or otherwise) with respect to any securities of the Registrant.

The foregoing summary of the Voting Agreement by and among Pure Capital and Next-Line set forth in Item 4 above and the full text of such agreement included as Exhibits 1 to this Schedule 13D.

The foregoing summary of the Voting Agreement by and among Pure Capital and iDnext set forth in Item 4 above and the full text of such agreement included as Exhibits 2 to this Schedule 13D.

Item 7. Material to be Filed as Exhibits

Exhibit 1	Voting Agreement by and among L.I.A. Pure Capital Ltd. and Next-Line Ltd., dated February 6, 2019

Exhibit 2	Voting Agreement by and among L.I.A. Pure Capital Ltd. and iDnext Ltd., dated February 6, 2019

Exhibit 3	Joint Filing Agreement by and among L.I.A. Pure Capital Ltd. and Kfir Silberman, dated February 6, 2019

Exhibit 4	Demand Letter to Convene a Special General Meeting of the Shareholders of the Registrant, dated February 6, 2019

Exhibit 5	Position Statement in connection with the Demand Letter to Convene a Special General Meeting of the Shareholders of the Registrant, dated February 6, 2019

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	KFIR SILBERMAN

	/s/ Kfir Silberman
	Kfir Silberman

	L.I.A. PURE CAPITAL LTD.

	/s/ Kfir Silberman
	Kfir Silberman

Dated: February 7, 2019

SCHEDULE A

Transactions in Securities of the Registrant During the Past 60 Days

L.I.A. PURE CAPITAL LTD.

Nature of the Transaction	Securities Purchased/(Sold)		Price Per Security (US$)		Date of Purchase / Sale
Purchase of Ordinary Shares		625		2.22	12/28/18
Purchase of Ordinary Shares		1,545		2.24	12/28/18
Purchase of Ordinary Shares		2,830		2.25	12/28/18
Purchase of Ordinary Shares		2,610		2.25	01/16/19
Purchase of Ordinary Shares		4,890		2.26	01/16/19
Purchase of Ordinary Shares		1,500		2.27	01/17/19
Purchase of Ordinary Shares		198		2.23	01/17/19
Purchase of Ordinary Shares		1,000		2.30	01/18/19
Purchase of Ordinary Shares		860		2.30	01/23/19
Purchase of Ordinary Shares		500		2.29	01/23/19
Purchase of Ordinary Shares		500		2.31	01/23/19
Purchase of Ordinary Shares		2,000		2.32	01/24/19
Purchase of Ordinary Shares		1,000		2.29	01/24/19
Purchase of Ordinary Shares		2,000		2.25	01/24/19
Purchase of Ordinary Shares		4,000		2.29	01/29/19
Purchase of Ordinary Shares		3,315		2.38	01/30/19
Purchase of Ordinary Shares		431		2.40	02/01/19
Purchase of Ordinary Shares		2,000		2.45	02/01/19
Purchase of Ordinary Shares		1,000		2.41	02/01/19

Exhibit 1

VOTING AGREEMENT

This VOTING AGREEMENT (this “ Agreement ”) by and between L.I.A. Pure Capital Ltd. (“ Pure Capital ”), and Next-Line Ltd., an Israeli Corporation (the “ Holder ”), is entered into as of February 6, 2019 (the “ Effective Date ”). Each a “ Party ”, and collectively the “ Parties ”.

W I T N E S S E T H

WHEREAS , as of the date hereof, the Holder holds 50,072 ordinary share of B.O.S. Better Online Solutions Ltd. (the “ Ordinary Shares ” and “ Company ”, respectively), which represent, based on public information available as of the date hereof, approximately 1.4% of the total issued and outstanding Ordinary Shares of the Company, and (ii) approximately 1.4% of the total voting power of the Company;

WHEREAS , the Holder has agreed to enter into this Agreement with respect to all the Ordinary Shares currently owned and which may hereafter be acquired by the Holder and any other securities, if any, which the Holder is currently entitled to vote, or after the Effective Date, become entitled to vote, pursuant to, among others, any share split, share dividend, recapitalization, reorganization, combination or the acquisition or receipt of additional Company Ordinary Shares or securities (the “ Other Securities ”), at the first meeting of the shareholders of the Company called following the Effective Date, however called, and any adjournments thereof, provided such meeting will be held no later than May 15, 2019 (the “ Meeting ”); and

WHEREAS , the Holder wishes to appoint Pure Capital to act as his proxy holder and attorney in fact with respect to the voting of the Holder’s Ordinary Shares and Other Securities at the Meeting, as further set forth herein.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Voting Agreement

1.1.

Voting Agreement . The Holder hereby agrees that at the Meeting, the Holder shall vote: (a) the Ordinary Shares and the Other Securities according to the instructions to be provided by Pure Capital in connection with the removal of the existing members of the board of directors of the Company (the “ Board ”) and the appointment of the persons specified in Annex A to this Agreement, to be nominated to the Board by Pure Capital and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Holder under this Agreement.

1.2.

Proxy . In order to secure the performance of Holders’ obligations under this Agreement, the Holder hereby revokes any and all previous proxies granted with respect to the Ordinary Shares and Other Securities and irrevocably grants to Pure Capital (or any of his representatives to be appointed by Pure Capital at his sole discretion) with an irrevocable proxy and power of attorney in the form attached hereto as Annex B (the “ Irrevocable Proxy ”), to act, until the adjournment of the Meeting (the “ Termination Date ”), on behalf of the Holder with respect to the Ordinary Shares and Other Securities owned or held by the Holder, at any time and from time to time hereafter, and empowers Pure Capital with the exclusive right, exercisable in any manner in Pure Capital’s sole and absolute discretion to receive all relevant information, attend and vote on the Holder’s behalf at the Meeting, provided it will be only with respect and in accordance with Section 1.1 hereinabove.

1.3.

In the event of any share split, share dividend, recapitalization, reorganization, combination or the acquisition or receipt of additional Company shares, the provisions of this Agreement and the Irrevocable Proxy shall also apply to any ordinary shares issued to or otherwise held by the Holder.

Representations and Warranties of the Holder

The Holder hereby represents and warrants to Pure Capital as follows:

2.1.

Valid Existence . Holder is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel and has the requisite corporate power and authority to carry on its business as it is now being conducted.

2.2.

Authority Relative to this Agreement . The Holder has all necessary power and authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought.

2.3.

Ownership of Shares . As of the date hereof, the Holder is the owner of the number of Ordinary Shares and Other Securities set forth in the preamble and it is entitled to vote such Ordinary Shares and Other Securities, without restriction, on all matters brought before holders of share capital of the Company, which Ordinary Shares represents on the date hereof the percentage of the outstanding share capital and voting power of the Company set forth in the preamble. Such Ordinary Shares and Other Securities are all the securities of the Company owned, either of record or beneficially, by the Holder. Such Ordinary Shares are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Holder’s voting rights, charges and other encumbrances of any nature whatsoever. The Holder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Ordinary Shares or Other Securities owned by the Holder.

Covenants

3.1.

No Disposition or Encumbrance of Shares . The Holder hereby covenants and agrees that until the Termination Date, the Holder shall not offer or agree to sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on shareholders’ voting rights, charge or other encumbrance of any nature whatsoever (“ Encumbrance ”) with respect to the Ordinary Shares or Other Securities, directly or indirectly, or initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoing.

3.2.

Transfer Restrictions . Until the Termination Date, the Holder will not, sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of law or otherwise) or otherwise convey or dispose of, any of the Ordinary Shares and the Other Securities, or any interest therein, including the right to vote any Ordinary Shares and the Other Securities, as applicable.

Miscellaneous

4.1.

Further Assurances . The Holder shall execute and deliver such further documents and instruments and take all further action as may be reasonably necessary in order to consummate the transactions contemplated hereby.

4.2.

Entire Agreement . This Agreement constitutes the entire agreement among the Holder and Pure Capital with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Holder and Pure Capital with respect to the subject matter hereof.

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4.3.

Amendment . This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

4.4.

Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

4.5.

Governing Law . This Agreement and the rights and obligations of the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Israel including all matters of construction, validity, performance and enforcement, without giving effect to principles of conflict of laws. The competent court in the District of Tel Aviv shall have exclusive jurisdiction over this Agreement.

4.6.

Publicity. The Holder hereby acknowledges and confirm that this Agreement shall be publicly filed with the Securities and Exchange Commission.

4.7.

Termination . This Agreement shall terminate upon the earlier of: (i) the adjournment of the Meeting; or (ii) May 15, 2019.

[Signature Page to Follow]

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IN WITNESS WHEREOF , each of the parties hereto has duly executed this Agreement as of the date first written above.

	L.I.A. PURE CAPITAL LTD.

	By:	/s/ Kfir Silberman
	Title:	Chairman and Chief Executive Officer

	NEXT LINE LTD.

	By:	/s/ Moti Harel
	Title:	Chief Executive Officer

[Voting Agreement Signature Page]

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Annex A

Lior Amit

Itschak Shrem

Liron Carmel

Eli Yoresh

Dr. Hedva Voliovitch

- 5 -

Annex B

Irrevocable Proxy and Power of Attorney

I, the undersigned, hereby irrevocably appoint L.I.A. Pure Capital Ltd. as my proxy (the “ Representative ”) to represent me and to act and to vote in my name (or abstain from voting) for me and on my behalf as he shall deem appropriate at his sole and absolute discretion, with full power of substitution, at all annual, special or extraordinary meetings of the shareholders of B.O.S. Better Online Solutions Ltd. (the “ Company ”) or at any adjournment thereof, to sign on my behalf any proxy material related thereto, and to receive all notices and information, concerning all my securities in the Company, either currently and/or in the future owned by me (as adjusted from time to time in accordance with the Articles of Association of the Company, as may be amended from time to time).

This Irrevocable Proxy and Power of Attorney shall expire automatically and be of no further force or effect immediately upon the earlier of: (i) the Termination Date; or (ii) May 15, 2019, and shall remain irrevocable until such time. The expiration of this Irrevocable Proxy and Power of Attorney shall in no manner affect the validity of any action taken hereunder or of any agreement, document, instrument, affidavit or approval which has been signed or given as aforesaid prior to the expiration hereof and in accordance herewith.

Terms used but not defined herein shall have the meaning ascribed to them in the Voting Agreement.

IN WITNESS WHEREOF , the undersigned has executed this IRREVOCABLE PROXY AND POWER OF ATTORNEY as of the date written below.

	NEXT-LINE LTD.

	By:	/s/ Moti Harel
	Title:	Chief Executive Officer
	Date:	February 6, 2019

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Exhibit 2

VOTING AGREEMENT

This VOTING AGREEMENT (this “ Agreement ”) by and between L.I.A. Pure Capital Ltd. (“ Pure Capital ”), and iDnext Ltd., an Israeli Corporation (the “ Holder ”), is entered into as of February 6, 2019 (the “ Effective Date ”). Each a “ Party ”, and collectively the “ Parties ”.

W I T N E S S E T H

WHEREAS , as of the date hereof, the Holder holds 112,662 ordinary share of B.O.S. Better Online Solutions Ltd. (the “ Ordinary Shares ” and “ Company ”, respectively), which represent, based on public information available as of the date hereof, approximately 3.17% of the total issued and outstanding Ordinary Shares of the Company, and (ii) approximately 3.17% of the total voting power of the Company;

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Voting Agreement

1.1.

1.2.

1.3.

Representations and Warranties of the Holder

The Holder hereby represents and warrants to Pure Capital as follows:

2.1.

2.2.

2.3.

Covenants

3.1.

3.2.

Miscellaneous

4.1.

4.2.

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4.3.

Amendment . This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

4.4.

4.5.

4.6.

Publicity. The Holder hereby acknowledges and confirm that this Agreement shall be publicly filed with the Securities and Exchange Commission.

4.7.

Termination . This Agreement shall terminate upon the earlier of: (i) the adjournment of the Meeting; or (ii) May 15, 2019.

[Signature Page to Follow]

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IN WITNESS WHEREOF , each of the parties hereto has duly executed this Agreement as of the date first written above.

	L.I.A. PURE CAPITAL LTD.

	By:	/s/ Kfir Silberman
	Title:	Chairman and Chief Executive Officer

	IDNEXT LTD.

	By:	/s/ Moti Harel
	Title:	Chief Executive Officer

[Voting Agreement Signature Page]

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Annex A

Lior Amit

Itschak Shrem

Liron Carmel

Eli Yoresh

Dr. Hedva Voliovitch

- 5 -

Annex B

Irrevocable Proxy and Power of Attorney

Terms used but not defined herein shall have the meaning ascribed to them in the Voting Agreement.

IN WITNESS WHEREOF , the undersigned has executed this IRREVOCABLE PROXY AND POWER OF ATTORNEY as of the date written below.

	IDNEXT LTD.

	By:	/s/ Moti Harel
	Title:	Chief Executive Officer
	Date:	February 6, 2019

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Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the ordinary shares, par value NIS 80.00 per share, of B.O.S. Better Online Solutions Ltd., a company organized under the laws of Israel. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

February 6, 2019	L.I.A. Pure Capital Ltd.

	By:	/s/ Kfir Silberman
		Name:	Kfir Silberman
		Title:	Chairman and Chief Executive Officer

		/s/ Kfir Silberman
		Kfir Silberman

Exhibit 4

February 6, 2019

To:

B.O.S. Better Online Solutions Ltd.

20 Friedman St. (entrance from Menahem Cohen St.)

Drive-In Center Building, Industrial Zone

P.O. Box 198

Rishon LeZion 75101

Israel

Attention:

Mr. Yuval Viner, Co-CEO and Director

Mr. Eyal Cohen, Co-CEO and CFO

Mr. Yosi Lahad, Chairman of the Board of Directors

Mr. Avidan Zelicovsky, President and Director

Ms. Odelia Levanon, Director

Mr. Ziv Dekel, Director

Ms. Revital Cohen, Director

Mr. Ralph Sassun, Director

via courier and email

Dear Madams and Sirs,

Re: B.O.S. Better Online Solutions Ltd.

Demand to Convene Special General Meeting of the Shareholder

On behalf of our client, L.I.A. Pure Capital Ltd., we hereby write to you with respect to the following matters:

As of February 1, 2019, L.I.A. Pure Capital Ltd. (“ Pure Capital ”), a company fully owned by Mr. Silberman, whose address is 20 Raoul Wallenberg St., Tel Aviv 6971916, is the owner of 32,804 ordinary shares of NIS 80.00 nominal value each, of B.O.S. Better Online Solutions Ltd. (the “ Ordinary Shares ” and the “ Company ”, respectively). A confirmation of Pure Capital’s holdings is attached hereto as Exhibit A .

On February 6, 2019, Pure Capital entered into voting agreements with each of Next-Line Ltd. and iDnext Ltd., pursuant to which each of Next-Line Ltd. and iDnext Ltd. has provided Pure Capital with an irrevocable proxy to vote their 50,072 and 112,662 Ordinary Shares, respectively, at any meeting of the shareholders of the Company. Copies of such voting agreements, including the proxies granted to Pure Capital are attached hereto as Exhibits B1 - B2 .

Based on the above and based on the number of outstanding Ordinary Shares published by the Company in its reports to the U.S. Securities and Exchange Commission (the “ SEC ”), as of February 6, 2019, Pure Capital holds 5.5% of the voting rights of the Company. ¹

Pursuant to Section 63(b)(2) of the Companies Law, 5759-1999 (the “ Companies Law ”), we hereby request on behalf of Pure Capital that the board of directors of the Company convene a special general meeting of the shareholders of the Company immediately, and no later than April 4, 2019, as required by the Companies Law (the “ Special Meeting ”). The agenda for the Special Meeting shall include resolutions to remove each of the serving directors of the Company and to appoint in their stead the following director nominees (the “ Director Nominees ”): Eli Yoresh, Itschak Shrem, Lior Amit, Liron Carmel and Dr. Hedva Voliovitch, all as specifically detailed in Exhibit C attached hereto (the “ Proposed Resolutions ”). The Company shall not make any changes, edits or additions to the Proposed Resolutions and they shall be brought to the approval of the shareholders “as is”. Any deviation from the Proposed Resolutions shall be in violation to the Companies Law.

Declarations of the Director Nominees as required under Section 224b(a) of the Companies Law are attached hereto as Exhibit D1 – D5 . In addition, and beyond the requirements of the Companies Law, attached as Exhibit E1 – E5 are director’s questionnaires pertaining to the Director Nominees compliance with U.S. securities laws and Nasdaq corporate governance requirements, as customary in Nasdaq traded companies.

A proxy card for the purpose of the Special Meeting, in accordance with the Section 4(a) of the Companies Regulations (Voting in Writing and Position Statements), 5766-2005, is attached hereto as Exhibit F (the “ Proxy Card ”). The Company shall not make any changes, edits or additions to the Proxy Card and it shall be sent to the shareholders “as is”. Any deviation from the Proxy Card shall be in violation to the Companies Law and the regulations promulgated thereunder.

A position statement to be attached to the proxy card referenced above per Section 6(b) of the Companies Regulations (Voting in Writing and Position Statements), 5766-2005, is attached hereto as Exhibit G (the “ Position Statement ”). The Company shall not make any changes, edits or additions to the Position Statement and it shall be sent to the shareholders “as is”. Any deviation from the Position Statement shall be in violation to the Companies Law and the regulations promulgated thereunder.

We request that a current report on Form 6-K pertaining to our client’s request to convene a special general meeting of the Company in order to replace the current serving directors with the Director Nominees (including a complete copy of this letter) will be furnished immediately to the SEC.

We hereby demand that until the time of the Special Meeting, the Company will not take any action not in the ordinary course of business, including, without limitation, any dispositions of its assets, or securities offerings, whether public nor private, including through YA II PN, Ltd. In addition, we demand that the board of directors of the Company shall not appoint any additional directors to the Company’s board of directors prior to the Special Meeting.

Based on a total of 3,553,714 ordinary shares outstanding as of June 30, 2018 (based on June 30, 2018 unaudited condensed interim consolidated financial statements furnished to the U.S. Securities and Exchange Commission on September 17, 2018 on Form 6-K).

10.

Notwithstanding the above, should the Company be required to raise additional funds until the Special Meeting is convened, our client will be willing to consider providing the Company with a loan or make an investment in the Company on market terms to cover such requirement.

11.

Any action in violation or conflict of the forgoing will be a clear violation of your fiduciary duties to the Company, whose clear purpose and attempt is to protect your position as members of the board of directors of the Company and/or its management, while continuing to exploit the resources of the Company, without consideration for the Company’s best interest and on the account of its shareholders.

12.

Accordingly, we will hold each and every one of the directors and office holders personally liable for any damage that may be caused to the shareholders of the Company as a result of your actions.

	Sincerely,

	/s/ Shachar Hadar
	Dr. Shachar Hadar, Adv.
	Meitar Liquornik Geva Leshem Tal, Law Offices

cc: Shlomo Landress, Gornitzky & Co., Israeli Counsel to the Company

Exhibit 5

February 6, 2019

To:

B.O.S. Better Online Solutions Ltd.

20 Friedman St. (entrance from Menahem Cohen St.)

Drive-In Center Building, Industrial Zone

P.O. Box 198

Rishon LeZion 75101

Israel

Dear Sir/Madam,

Re: Position Statement – Special General Meeting of

B.O.S. Better Online Solutions Ltd. (the “Company”)

L.I.A. Pure Capital Ltd. (“ Pure Capital ”) respectfully submits this position statement in connection with the items included on the agenda of the Company’s special general meeting to be convened pursuant to Pure Capital’s request letter dated February 6, 2019 (the “ Meeting ” and the “ Letter ” respectively). Pure Capital delivered the Letter to the Company demanding that the Meeting be convened in order to allow the shareholders of the Company to vote upon resolutions to remove the current directors of the Company and appoint Pure Capital’s director nominees their stead.

Pure Capital is a private global investment company controlled by Mr. Kfir Silberman, which specializes in acquisitions and investments in underperforming and stagnant public companies traded on various exchanges around the world. Pure Capital has significant experience increasing value for shareholders of the companies in which it invests and is committed to driving positive change in management practices for the benefit of the Company’s shareholders.

As of February 1, 2019, Pure Capital holds 32,804 ordinary shares of the Company. On February 6, 2019, Pure Capital entered into voting agreements with each of Next-Line Ltd. and iDnext Ltd., pursuant to which each of Next-Line Ltd. and iDnext Ltd. has provided Pure Capital with an irrevocable proxy to vote their 50,072 and 112,662 ordinary shares of the Company, respectively, at any meeting of the shareholders of the Company. In addition, Mr. Itschak Shrem, a director nominee on Behalf of Pure Capital holds 26,000 ordinary shares of the Company. Neither Pure Capital nor anyone on its behalf has a personal interest with respect to the termination of office of the current members of the Company’s board of directors.

Pure Capital’s Position on Proposal No. 1 – Removal of Directors

The majority of the current directors of the Company have served for a significant period of time, some both as directors and as officers, giving them ample opportunity to grow the Company’s activities, reduce inefficiencies and provide value to its shareholders. For example, Mr. Yosi Lahad has served as chairman of the board of directors since 2015, Mr. Yuval Viner has served as chief executive officer since 2009 and director since 2015, and Mr. Avidan Zelicosky has served as president of the Company since 2010 and director since 2015. The list goes on.

Unfortunately, the Company’s activity and stock price performance during their tenure paints a clear picture of stagnation in both categories; The Company has achieved negligible growth in revenues, sustained inefficiencies, maintained abysmal profit margins (contributed by disproportionate management compensation), all of which have eaten into shareholder returns. Given these circumstances, the Company’s stagnant share price serves as a clear testament to the market’s complete lack of faith in the ability of the current directors and management of the Company to provide return on investment to the Company’s shareholders.

Furthermore, rather than support the Company’s capital requirements by reducing inefficiencies and raising capital on the open market, the current directors have opted to issue the Company’s equity to YA II PN, Ltd. through Standby Equity Distribution Agreements, repeatedly in 2014, 2015 and 2017. Under each of these agreements, the Company issued shares as commitment fees, and sold shares at a discount to market price on an ongoing basis, diluting the existing shareholders and bleeding the Company’s stock price.

It is clear that the current directors have over the years become blind or indifferent to the failings of the Company and have become incapable of steering the Company in a more favorable direction.

Pure Capital’s sole purpose is to cease the mismanagement of the Company’s directors and management which has lead a solid company with substantial revenues into stagnation and disarray. As such, Pure Capital’s position on the proposed resolution is that the current directors have failed miserably in fulfilling their duties and should therefore be removed from their respective positions. Pure Capital recommends that all of the Company’s shareholders VOTE FOR the removal from office, immediately following the meeting, of each of the Company’s current directors as stated under Proposal no. 1 of the proxy statement published for the Meeting.

Pure Capital’s Position on Proposal No. 2 – Pure Capital Director Nominees

Pure Capital believes that the ranks of the Company’s board of directors direly need to be refreshed in order to rectify the current mismanagement and set the Company on a path to future growth. In order to promote this goal, Pure Capital has proposed that the shareholders of the Company elect to appoint seasoned director candidates which have significant experience and proven capabilities as directors, and members of senior management in publically traded companies. Messrs. Eli Yoresh, Itschak Shrem, Lior Amit, Liron Carmel and Dr. Hedva Voliovitch (the “ Pure Capital Nominees ”) each have the requisite skills and experience so as to constitute a perfect fit to the Company’s needs and circumstances.

Through a combination of experience, financial expertise, and a fresh, unbiased view of the Company’s activity, Pure Capital believes that the Company’s business could be greatly improved, inefficiencies can be reduced, and shareholder value can be substantially increased. Pure Capital’s recommendation to appoint only five directors, instead of the current serving seven directors is the first step towards correcting such inefficiencies.

Pure Capital’s position on the proposed resolution is that the Pure Capital Nominees are the most suitable candidates to serve as directors of the board of directors of the Company. Pure Capital recommends that all of the Company’s shareholders VOTE FOR the election of the Pure Capital Nominees, as stated under Proposal No. 2 of the proxy statement published for the Meeting.

Conclusion

Pure Capital’s arguments speak for themselves. The current directors of the Company are no longer fit to serve in such capacities. The Company and its shareholders would greatly benefit from electing the Pure Capital Nominees in their stead.

	Sincerely

	/s/ Kfir Silberman
	Mr. Kfir Silberman
	L.I.A. Pure Capital Ltd.