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Published on 5/24/2005 in the Prospect News PIPE Daily.

New Issue: BOS to sell up to $2.5 million of stock in private placement

New York, May 24 - B.O.S. Better On-Line Solutions Ltd. said it has agreed to sell up to $2.5 million of stock in a private placement to investors in Israel and Europe.

The Teradyon, Israel, maker of communications, connectivity and software products will sell up to 1,087,000 ordinary shares at a price of $2.30 per share.

Investors will also receive warrants for 60% of the number of shares sold, exercisable for three years.

Catalyst Fund LP will buy $800,000 of stock, as long as its holding in the company does not rise above 24.99% from its current 19.58%.

B.O.S. will use proceeds to strengthen its balance sheet and for general corporate purposes.

The company noted that the price of $2.30 is at the lower end of the range considered fair in an opinion prepared by BDO Ziv Haft.

Issuer:B.O.S. Better On-Line Solutions Ltd.
Issue:Ordinary shares
Amount:$2.5 million
Shares:1,087,000
Price:$2.30
Warrants:For 652,200 shares (60% of shares issued)
Warrant exercise price:$2.50 for first year, $2.75 for second year, $3.03 for third year
Warrant term:Three years
Lead investor:Catalyst Fund LP
Pricing date:May 24
Stock price:$2.32 at close May 23

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