SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this " Agreement ") made effective as of

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this "Agreement")

made effective as of June 5, 2024 (the "Effective Date"), by and among the current shareholders of the Company listed

in Exhibit A attached hereto (the "Current Shareholders") of THE SOCIAL PROXY LTD., an Israeli company, Registration

No. 516115086 (the "Company"), and XTL Biopharmaceuticals Ltd., an Israeli public company, Registration No. 520039470

Each of the Company, the Current Shareholder and

the Buyer shall be referred to herein as a "Party" and collectively, the "Parties".

WHEREAS, the Buyer desires to purchase

from the Current Shareholders the Acquired Shares which they own in the Company pursuant to the terms and conditions more fully set forth

in this Agreement (the "Acquisition"); and

WHEREAS, following the Acquisition,

the Company will become a wholly-owned Subsidiary of the Buyer;

the Current Shareholders are the beneficial owners of the respective amount of the Acquired Shares; and

WHEREAS, the Current Shareholders have

agreed to sell to the Buyer and the Buyer has agree to purchase from Current Shareholders, a total of 10,813 Ordinary Shares (the "Acquired

Shares") representing 100% of the issued and outstanding share capital of the Company on a Fully Diluted basis, against the

payment of the Cash Consideration and the Equity Consideration to the Current Shareholders on a Pro Rata basis, so that Roee Klinger

shall sell to the Buyer five thousand (5,000) Ordinary Shares, Tal Klinger shall sell to the Buyer five thousand (5,000) Ordinary Shares,

Denis Andrejew shall sell to Buyer two hundred and seventy one (271) Ordinary Shares and A.Y Augmented Management Ltd. shall sell to

the Buyer five hundred and forty two (542) Ordinary Shares; and

WHEREAS, the Board of Directors of

the Company and of the Buyer have (i) determined that this Agreement, the Acquisition, and the other transactions contemplated by this

Agreement are in the best interests of the Company and the Buyer (as the case may be) and are fair to their respective shareholders, and

(ii) approved this Agreement, the Merger and the other Transactions; and

WHEREAS, the Parties have agreed that

as result of the Transaction, Buyer shall hold 10,813 Ordinary Shares, representing 100.00% of the issued and outstanding share capital

of the Company on a Fully Diluted Basis.

NOW, THEREFORE, in consideration

of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:

means December 31, 2023.

"Additional Issuance" means

the issuance by the Buyer to the Current Shareholders of ADS(s) representing 218,842,600 Buyer Shares (or Buyer Warrants) upon the achievement

of the First ARR Target, of ADS(s) representing 300,000,000 Buyer Shares (or Buyer Warrants) upon the achievement of the EBIDTA Target,

and of ADS(s) representing 350,000,000 Buyer Shares (or Buyer Warrants) upon the achievement of the Second ARR Target, as the case may

"ADS" means American Depositary

Share of the Buyer while each ADS consists of 100 Buyer's Ordinary Shares.

"Affiliate" means with respect

to any person or entity, any person or entity directly or indirectly, controlling such person, controlled by or under common control with

such person or entity, without limitation, any general partner, managing member, officer or director of that person or entity, or any

venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the

same management company with that person or entity. For this purpose: "Control" shall mean : (i) the ability to direct,

or cause the direction of, the management and policies of the relevant person, whether through the ownership of voting securities, by

contract or otherwise, and whether directly or indirectly, or (ii) the beneficial ownership (directly or indirectly, including through

one or more intermediaries) of 50% or more of the ownership interests in such person, including the issued and outstanding share capital,

voting rights or other ownership interests or the right to appoint the majority of the directors (or the equivalent thereof) in such person;

"Align" means Align Technology

and Data Unipessoal LDA, a company registered under the laws of Portugal, NIF 517456311.

"Annual Recurring Revenue"

means twelve (12) times the monthly Revenues, not generated by a one-off transaction.

"Applicable Laws" means all

laws, regulations, directives, statutes, subordinate legislation, , all judgments, orders, notices, instructions, decisions and awards

of any court or competent authority or tribunal exercising statutory or delegated powers issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any Governmental Entity and all statutory guidance and policy notes having a

force of law , in each case to the extent applicable to the parties or any of them, or as the context requires.

means the achievement by the Company of minimum Annual Recurring Revenue of US$ 3.0 million in any three (3) consecutive Gregorian months

beginning on the twelve (12) months period commencing as of the Effective Date and ending as of the first anniversary thereof, as generated

by three (3) consecutive Ongoing Agreements so that, by way of mere example, Ongoing Agreement A entered on June 15, 2024 generates an

ARR equal to US$ 250,000, Ongoing Agreement B entered on July 15, 2024 generates an ARR equal to US$ 250,000, and Ongoing Agreement C

entered on August 15, 2024 generates an ARR equal to US$ 250,000.

"ARR Second Target" means the

achievement by the Company of minimum Annual Recurring Revenue of US$ 15.0 million in any three (3) consecutive Gregorian months within

any given twelve (12) months period commencing as of the Effective Date and ending on December 31, 2026 as generated by three (3) consecutive

Ongoing Agreements so that, by way of mere example, Ongoing Agreement D entered on June 15, 2026 generates an ARR equal to US$ 1,250,000,

Ongoing Agreement E entered on July 15, 2026 generates an ARR equal to US$ 1,250,000, and Ongoing Agreement F entered on August 15, 2026

generates an ARR equal to US$ 1,250,000.

means a day other than: (i) any Friday, Saturday or Sunday, or (ii) any other day on which commercial banks in Israel are generally closed

"Buyer Ordinary Shares"

means ordinary shares ILS 0.1 par value each of the Buyer.

"Buyer Shares" means Buyer Ordinary

Share issued to the Current Shareholders upon such time of reaching the relevant Milestone and the exercise of the Buyer Warrants.

means a warrant to purchase Buyer Ordinary Share exercisable by the payment of such share par value as of the time of reaching the relevant

Milestone or by way of cashless exercise thereof, in the form substantially attached hereto as Schedule 1.1.1.

means an aggregate amount of US$ 430,000.

means the Israeli Companies Law 5759-1999.

"Data Protection Law" means

all Applicable Laws in connection with data protection and privacy protection which apply to the Group Companies, including without limitation

the European Regulation (EU) 2016/679 (the General Data Protection Regulation) and the Israel Privacy Protection Law 5741-1981 and the

rules and regulations promulgated thereunder;

"Denis Andrejew Equity

Compensation" means any non-cash compensation of any type whatsoever to be paid to Denis Andrejew pursuant any present or as

currently contemplated employment or service agreement, including the agreement attached to the Due Diligence Documents in Schedule 1.1.2

herein, entered or to be entered by the Company.

means fully, fairly and specifically disclosed in the Schedule of Exceptions;

"Due Diligence Documents" means

the material documents of the Company as listed in Schedule 1.1.2.

"EBIDTA Target" means the achievement

of positive EBIDTA by the Company (as evidenced in audited financial statements) within a three (3) year's period starting as of

"Encumbrances" means any lien,

pledge, hypothecation, charge, mortgage, security interest, encumbrance, option, right of first refusal, right of first negotiation, right

of first notice, preemptive right, title reversion agreement, easement, servitude, proxy, voting trust or agreement, transfer restriction

under any shareholder or similar agreement except for any encumbrance or other restriction imposed directly pursuant to this Agreement

or under any applicable law.

"Equity Consideration" means

the Shares Issuance and, if and when applicable, the Additional Issuance.

"Escrow Agent" means B.E.N.G.U.Y

Escrow Company Ltd. Israeli registration no. 513905034 of 103 Hahashmonaim St., Tel Aviv, Israel.

"Escrow Agreement" means that

certain escrow agreement to be executed between the Parties and the Escrow Agent concurrently with the execution of this Agreement in

the form substantially as attached hereto as Schedule 1.1.3.

"Financial Statements" means