Common use of Bring Along Clause in Contracts

Bring Along. (i) As of the Agreement Date, the Executing Shareholders, holding at least 89% the voting power of the Company, have duly executed this Agreement, and by executing this Agreement such shareholders are deemed to have accepted an offer by Buyer to purchase their shares in accordance with Article 22 of the Company’s Articles of Association, and in accordance with Section 341 of the Israeli Companies Law, 1999 (the “Companies Law”). (ii) This Agreement shall be deemed, for the purpose of Article 22 of the Company’s Articles of Association and for the purpose of Section 341(a) of the Israeli Companies Law (i) an offer by Buyer for the purchase of all issued and outstanding share capital of the Company and (ii) an acceptance of such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequently. (iii) Promptly after the Agreement Date and unless this Agreement is duly terminated in accordance with its terms, the Buyer shall take all commercially reasonable actions to extend to all other shareholders of the Company an offer to purchase their shares in accordance with the terms set forth in this Agreement, in accordance with Article 22 of the Company’s Articles of Association and in accordance with Section 341 of the Companies Law (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in the Company under the terms and conditions of this Agreement. (iv) Buyer, the Company, the Executing Shareholders and the Consenting Shareholders shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement. (v) After satisfactory completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares of the Company held by all Non-Consenting Shareholders as of the Closing, if any, against delivery by Buyer to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Consideration multiplied by (ii) the total number of shares held by the Non-Consenting Shareholders. (vi) For purposes of this Agreement, the term “Shareholder” shall include all Non-Consenting Shareholders and each such Non-Consenting Shareholder shall be deemed to be subject to the terms and conditions of this Agreement, except to the extent that doing so would be inconsistent with the provisions of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Law.

Bring Along. (i) As 24.1. Notwithstanding the provisions of Section 314 through 327 and 341 of the Agreement DateCompanies Law, until the Executing ShareholdersQualified Public Offering and subject to Article 96 hereof, if Shareholders holding at least 8970% the voting power of the Company, have duly executed this Agreement, and by executing this Agreement such shareholders are deemed to have accepted an offer by Buyer to purchase their shares in accordance with Article 22 of the Company’s Articles of Association, and in accordance with Section 341 of the Israeli Companies Law, 1999 issued share capital (on An As-Converted Basis) (the “Companies LawProposing Shareholders”) elect to sell all of their Equity Securities to a third party, or agree to merge or consolidate the Company with or into another entity (the buyer of the Equity Securities or the entity surviving or resulting such merger or consolidation – “Third Party”). , then, all remaining shareholders (ii“Remaining Shareholders”) This Agreement shall will be deemedrequired, for if so demanded in writing by the purpose Proposing Shareholders (the “Bring Along Notice”), to sell all of Article 22 of their Equity Securities to such Third Party or to agree to the Company’s Articles of Association and for the purpose of Section 341(a) of the Israeli Companies Law (i) an offer by Buyer for the purchase of all issued and outstanding share capital merger or consolidation of the Company therewith as aforesaid, as the case may be, at the same price and upon the same terms and conditions as applicable to the Proposing Shareholders (ii) an acceptance the “Proposed Transaction”). The provisions of such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequently. applicable law (iii) Promptly after the Agreement Date and unless this Agreement is duly terminated in accordance with its terms, the Buyer shall take all commercially reasonable actions to extend to all other shareholders of the Company an offer to purchase their shares in accordance with the terms set forth in this Agreementincluding, in accordance with Article 22 of the Company’s Articles of Association and in accordance with particular but without limitation, Section 341 of the Companies Law (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”Law) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in contrary notwithstanding, the Company under the price, terms and conditions of this Agreement. (iv) Buyera Proposed Transaction shall be considered to apply in the same manner as to all Shareholders, if the Companyapplication of such price, the Executing Shareholders and the Consenting Shareholders shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement. (v) After satisfactory completion of to the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the respective shares of the Company held by all Non-Consenting Shareholders as each Shareholder is made based upon and in accordance with the rights, preferences and privileges conferred upon such shares under these Articles (e.g. if each such share receives the respective portion of the Closingproceeds of such Proposed Transaction (being a Realization Event) as determined pursuant to the provisions of Article 96 below). Notwithstanding anything in these Articles or, if anyto the extent permitted, in any applicable law to the contrary, the approval of a Proposed Transaction shall not be subject to the approval of a separate class vote of the holders of the shares of any particular class. 24.2. Upon receipt of the Bring Along Notice, each Remaining Shareholder shall be obligated to agree to the Proposed Transaction and to sell all of its shares in connection therewith, notwithstanding any other no sale right, first refusal rights or other rights to which such Shareholder is entitled or by which it is bound, and the proceeds of such Proposed Transaction shall be distributed in accordance with the liquidation preference provisions set forth in Article 96. 24.3. At the closing of the Proposed Transaction (which place, date and time shall be designated by the Proposing Shareholders and provided to each of the Remaining Shareholders at least 5 days in advance), each such Remaining Shareholder shall deliver certificates evidencing all of its Equity Securities, duly endorsed or accompanied by written instruments of transfer in from satisfactory to the Third Party, duly executed by such Remaining Shareholder, against delivery by Buyer of the purchase price therefor (any Shareholder who fails or refuses to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Consideration multiplied by (ii) the total number of shares held by the Non-Consenting Shareholders. (vi) For purposes of this Agreementdeliver such certificates as aforesaid, the term “Shareholder” shall include all Non-Consenting Shareholders and each such Non-Consenting Shareholder shall be deemed to be subject to the terms and conditions of this Agreement, except to the extent that doing so would be inconsistent have surrendered such certificates in accordance with the provisions aforesaid on the latest date designated therefor under the Proposed Transaction, and thereupon the certificates held by such Shareholder and representing such Equity Securities shall be deemed cancelled and of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Lawno further force and effect).

Bring Along. (iA) As At any time, prior to a Qualified IPO, if any person or entity (which is not an affiliate of any holder of Preferred Stock (for the Agreement Datepurpose of this Article VIII, the Executing Shareholders, holding at least 89% the voting power of the Company, have duly executed this Agreement, and by executing this Agreement such shareholders are deemed to have accepted an “Offeror”) makes a detailed offer by Buyer to purchase their shares in accordance with Article 22 all of the Company’s Articles of Associationissued and outstanding capital stock (the “Purchase Offer”), and (i) a majority of the Board of Directors approves the Purchase Offer and (ii) stockholders holding at least sixty six percent (66%) of the issued and outstanding Preferred Stock of the Company voting as a single class on an as converted basis (the “Forced Sale Majority”) wish to accept the Purchase Offer, then, at the closing of the Purchase Offer, all of the remaining stockholders of the Company’s issued capital stock (the “Minority”) shall sell all of their shares in the Company on the same terms and conditions (subject however to and without derogating from the liquidation preference provisions described in Section 1V(2) above, as shall be amended from time to time, which shall apply to a sale under this Article VIII). The proceeds of any such Purchase Offer shall be distributed in accordance with the provisions of Section 341 TV(2) above, as shall be amended from time to time. (B) The Company shall, within thirty (30) days of the Israeli Companies Lawdate that the Forced Sale Majority has accepted the offer of the Offeror, 1999 notify, or cause to be notified, each stockholder of the Minority in writing of such offer. Such notice shall set forth: (i) the “Companies Law”name of the Offeror; (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Offeror; and (iii) the date on which such purchase shall be consummated and closed. If any of the Minority stockholders fail to execute and/or deliver the appropriate documentation required to effect the said transaction, it is hereby agreed that all such stockholders (A) shall be deemed to have given an irrevocable power of attorney to such person as shall be designated by the Company’s Board of Directors to accept such offer and (B) at the closing of such Purchase Offer, will transfer all their shares to the Offeror. In the event that a stockholder fails to surrender its stock certificate(s) in connection with the consummation of such offer, such certificate shall be deemed canceled and the Company shall be authorized to issue a new certificate in the name of the Offeror and the Board of Directors shall be authorized to establish an escrow account into which the consideration for such canceled shares shall be deposited and to appoint a trustee to administer such account. Without derogating from the foregoing, in the event that a Minority stockholder refuses to comply with this Section VIII(A)(ii), the Forced Sale Majority may proceed to protect and enforce the rights of the Forced Sale Majority contained in this Section VIII(A)(ii). (iiC) This Agreement At every meeting of the Stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Minority shall be deemedvote all shares of the Company that the Minority stockholders then hold or for which such Minority stockholders otherwise then have voting power (collectively, for the purpose purposes of Article 22 this Section VIII(A)(iii), the “Shares”*): (A) in favor of approval of the Purchase Offer and any matter that could reasonably be expected to facilitate the Purchase Offer, and (B) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Purchase Offer) between the Company and any person or entity other than the party or parties to the Purchase Offer or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Purchase Offer or which could result in any of the conditions to the Company’s obligations under such agreement(s) not being fulfilled, in each case unless otherwise determined by the Proposing Stockholders. For purposes of this Section VIII(A)(iii), the term Purchase Offer shall be deemed to include, in addition, a sale of all or substantially all of the Company’s Articles assets. The provisions of Association and for this Section VIII (A)(iii) shall apply only to the purpose of Section 341(a) of the Israeli Companies Law (i) an offer by Buyer for the purchase of all issued and outstanding share capital of the Company and (ii) an acceptance of extent that any stockholder vote is required in order to effect such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequentlysale. (iiiD) Promptly after The Company covenants that all shares or other securities granted or issued by the Agreement Date and unless Company in the future shall be subject to the provisions of this Agreement is duly terminated in accordance with its termsArticle VIII. (A) To the fullest extent permitted by the Delaware General Corporation Law, as the Buyer shall take all commercially reasonable actions to extend to all other shareholders same exists or as may hereafter be amended, a director of the Company Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an offer action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to purchase their shares the Corporation. (C) Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action or proceeding accruing or arising, or that but for this Article IX would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. *** The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the terms applicable provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law. Hilla Xxxx- Xxxxxxx President and Secretary WhiteSmoke, Inc. WRITTEN CONSENT OF THE BOARD OF DIRECTORS Dated as of June 30, 2009 In conformity with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the “GCL”) and the Bylaws of WhiteSmoke, Inc., a Delaware corporation (the “Corporation”), the undersigned, being all the members of the Board of Directors of the Corporation (the “Board”), hereby consent to and adopt the following resolutions and take the following actions with the same force and effect as if such resolutions had been duly adopted and such actions duly taken at a meeting of the Board duly called and convened for such purposes on the date set forth in this Agreementabove, with a full quorum present and acting throughout, and held in accordance with Article 22 the GCL and the Bylaws of the Company’s Articles of Association and in accordance with Section 341 of the Companies Law (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in the Company under the terms and conditions of this Agreement. (iv) Buyer, the Company, the Executing Shareholders and the Consenting Shareholders shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement. (v) After satisfactory completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares of the Company held by all Non-Consenting Shareholders as of the Closing, if any, against delivery by Buyer to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Consideration multiplied by (ii) the total number of shares held by the Non-Consenting Shareholders. (vi) For purposes of this Agreement, the term “Shareholder” shall include all Non-Consenting Shareholders and each such Non-Consenting Shareholder shall be deemed to be subject to the terms and conditions of this Agreement, except to the extent that doing so would be inconsistent with the provisions of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Law.Corporation:

Bring Along. (iA) As At any time, prior to a Qualified IPO, if any person or entity (which is not an affiliate of any holder of Preferred Stock (for the Agreement Datepurpose of this Article VIII, the Executing Shareholders, holding at least 89% the voting power of the Company, have duly executed this Agreement, and by executing this Agreement such shareholders are deemed to have accepted an “Offeror”) makes a detailed offer by Buyer to purchase their shares in accordance with Article 22 all of the Company’s Articles of Associationissued and outstanding capital stock (the “Purchase Offer”), and (i) a majority of the Board of Directors approves the Purchase Offer and (ii) stockholders holding at least sixty six percent (66%) of the issued and outstanding Preferred Stock of the Company voting as a single class on an as converted basis (the “Forced Sale Majority”) wish to accept the Purchase Offer, then, at the closing of the Purchase Offer, all of the remaining stockholders of the Company’s issued capital stock (the “Minority”) shall sell all of their shares in the Company on the same terms and conditions (subject however to and without derogating from the liquidation preference provisions described in Section 1V(2) above, as shall be amended from time to time, which shall apply to a sale under this Article VIII). The proceeds of any such Purchase Offer shall be distributed in accordance with the provisions of Section 341 TV(2) above, as shall be amended from time to time. (B) The Company shall, within thirty (30) days of the Israeli Companies Lawdate that the Forced Sale Majority has accepted the offer of the Offeror, 1999 notify, or cause to be notified, each stockholder of the Minority in writing of such offer. Such notice shall set forth: (i) the “Companies Law”name of the Offeror; (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Offeror; and (iii) the date on which such purchase shall be consummated and closed. If any of the Minority stockholders fail to execute and/or deliver the appropriate documentation required to effect the said transaction, it is hereby agreed that all such stockholders (A) shall be deemed to have given an irrevocable power of attorney to such person as shall be designated by the Company’s Board of Directors to accept such offer and (B) at the closing of such Purchase Offer, will transfer all their shares to the Offeror. In the event that a stockholder fails to surrender its stock certificate(s) in connection with the consummation of such offer, such certificate shall be deemed canceled and the Company shall be authorized to issue a new certificate in the name of the Offeror and the Board of Directors shall be authorized to establish an escrow account into which the consideration for such canceled shares shall be deposited and to appoint a trustee to administer such account. Without derogating from the foregoing, in the event that a Minority stockholder refuses to comply with this Section VIII(A)(ii), the Forced Sale Majority may proceed to protect and enforce the rights of the Forced Sale Majority contained in this Section VIII(A)(ii). (iiC) This Agreement At every meeting of the Stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Minority shall be deemedvote all shares of the Company that the Minority stockholders then hold or for which such Minority stockholders otherwise then have voting power (collectively, for the purpose purposes of Article 22 this Section VIII(A)(iii), the “Shares”*): (A) in favor of approval of the Purchase Offer and any matter that could reasonably be expected to facilitate the Purchase Offer, and (B) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Purchase Offer) between the Company and any person or entity other than the party or parties to the Purchase Offer or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Purchase Offer or which could result in any of the conditions to the Company’s obligations under such agreement(s) not being fulfilled, in each case unless otherwise determined by the Proposing Stockholders. For purposes of this Section VIII(A)(iii), the term Purchase Offer shall be deemed to include, in addition, a sale of all or substantially all of the Company’s Articles assets. The provisions of Association and for this Section VIII (A)(iii) shall apply only to the purpose of Section 341(a) of the Israeli Companies Law (i) an offer by Buyer for the purchase of all issued and outstanding share capital of the Company and (ii) an acceptance of extent that any stockholder vote is required in order to effect such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequentlysale. (iiiD) Promptly after The Company covenants that all shares or other securities granted or issued by the Agreement Date and unless Company in the future shall be subject to the provisions of this Agreement is duly terminated in accordance with its termsArticle VIII. (A) To the fullest extent permitted by the Delaware General Corporation Law, as the Buyer shall take all commercially reasonable actions to extend to all other shareholders same exists or as may hereafter be amended, a director of the Company Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an offer action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to purchase their shares the Corporation. (C) Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action or proceeding accruing or arising, or that but for this Article IX would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the terms applicable provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law. Hxxxx Xxxx- Xxxxxxx President and Secretary In conformity with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the “GCL”) and the Bylaws of WhiteSmoke, Inc., a Delaware corporation (the “Corporation”), the undersigned, being all the members of the Board of Directors of the Corporation (the “Board”), hereby consent to and adopt the following resolutions and take the following actions with the same force and effect as if such resolutions had been duly adopted and such actions duly taken at a meeting of the Board duly called and convened for such purposes on the date set forth in this Agreementabove, with a full quorum present and acting throughout, and held in accordance with Article 22 the GCL and the Bylaws of the Company’s Articles of Association and in accordance with Section 341 of the Companies Law (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in the Company under the terms and conditions of this Agreement. (iv) Buyer, the Company, the Executing Shareholders and the Consenting Shareholders shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement. (v) After satisfactory completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares of the Company held by all Non-Consenting Shareholders as of the Closing, if any, against delivery by Buyer to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Consideration multiplied by (ii) the total number of shares held by the Non-Consenting Shareholders. (vi) For purposes of this Agreement, the term “Shareholder” shall include all Non-Consenting Shareholders and each such Non-Consenting Shareholder shall be deemed to be subject to the terms and conditions of this Agreement, except to the extent that doing so would be inconsistent with the provisions of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Law.Corporation:

Bring Along. (iA) As At any time, prior to a Qualified IPO, if any person or entity (which is not an affiliate of any holder of Preferred Stock (for the Agreement Datepurpose of this Article VIII, the Executing Shareholders, holding at least 89% the voting power of the Company, have duly executed this Agreement, and by executing this Agreement such shareholders are deemed to have accepted an “Offeror”) makes a detailed offer by Buyer to purchase their shares in accordance with Article 22 all of the Company’s Articles of Associationissued and outstanding capital stock (the “Purchase Offer”), and (i) a majority of the Board of Directors approves the Purchase Offer and (ii) stockholders holding at least sixty six percent (66%) of the issued and outstanding Preferred Stock of the Company voting • as a single class on an as converted basis (the “Forced Sale Majority”) wish to accept the Purchase Offer, then, at the closing of the Purchase Offer, all of the remaining stockholders of the Company’s issued capital stock (the “Minority”) shall sell all of their shares in the Company on the same terms and conditions (subject however to and without derogating from the liquidation preference provisions described in Section IV(2) above, as shall be amended from time to time, which shall apply to a sale under this Article VIII). The proceeds of any such Purchase Offer shall be distributed in accordance with the provisions of Section 341 IV(2) above, as shall be amended from time to time. (B) The Company shall, within thirty (30) days of the Israeli Companies Lawdate that the Forced Sale Majority has accepted the offer of the Offeror, 1999 notify, or cause to be notified, each stockholder of the Minority in writing of such offer. Such notice shall set forth: (i) the “Companies Law”name of the Offeror; (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Offeror; and (iii) the date on which such purchase shall be consummated and closed. If any of the Minority stockholders fail to execute and/or deliver the appropriate documentation required to effect the said transaction, it is hereby agreed that all such stockholders (A) shall be deemed to have given an irrevocable power of attorney to such person as shall be designated by the Company’s Board of Directors to accept such offer and (B) at the closing of such Purchase Offer, will transfer all their shares to the Offeror. In the event that a stockholder fails to surrender its stock certificate(s) in connection with the consummation of such offer, such certificate shall be deemed canceled and the Company shall be authorized to issue a new certificate in the name of the Offeror and the Board of Directors shall be authorized to establish an escrow account into which the consideration for such canceled shares shall be deposited and to appoint a trustee to administer such account. Without derogating from the foregoing, in the event that a Minority stockholder refuses to comply with this Section VIII(A)(ii), the Forced Sale Majority may proceed to protect and enforce the rights of the Forced Sale Majority contained in this Section VIII(A)(ii). (iiC) This Agreement At every meeting of the Stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Minority shall be deemedvote all shares of the Company that the Minority stockholders then hold or for which such Minority stockholders otherwise then have voting power (collectively, for the purpose purposes of Article 22 this Section VIII(A)(iii), the “Shares”): (A) in favor of approval of the Purchase Offer and any matter that could reasonably be expected to facilitate the Purchase Offer, and (B) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Purchase Offer) between the Company and any person or entity other than the party or parties to the Purchase Offer or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Purchase Offer or which could result in any of the conditions to the Company’s obligations under such agreement(s) not being fulfilled, in each case unless otherwise determined by the Proposing Stockholders. For purposes of this Section VIII(A)(iii), the term Purchase Offer shall be deemed to include, in addition, a sale of all or substantially all of the Company’s Articles assets. The provisions of Association and for this Section VIII(A)(iii) shall apply only to the purpose of Section 341(a) of the Israeli Companies Law (i) an offer by Buyer for the purchase of all issued and outstanding share capital of the Company and (ii) an acceptance of extent that any stockholder vote is required in order to affect such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequentlysale. (iiiD) Promptly after The Company covenants that all shares or other securities granted or issued by the Agreement Date and unless Company in the future shall be subject to the provisions of this Agreement is duly terminated in accordance with its termsArticle VIII. (A) To the fullest extent permitted by the Delaware General Corporation Law, as the Buyer shall take all commercially reasonable actions to extend to all other shareholders same exists or as may hereafter be amended, a director of the Company Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an offer action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to purchase their shares the Corporation. (C) Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article IX, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.” The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the terms set forth in this Agreementapplicable provisions of Sections 228, in accordance with Article 22 242 and 245 of the Company’s Articles Delaware General Corporation Law. Executed as of Association and in accordance with Section 341 of the Companies Law December 6, 2006. Xxxx Xxxx $ 7,000 6,200 Xxx Xxxx $ 7,000 6,200 Runway Ltd. $ 12,000 10,629 Netivim Ltd. $ 4,000 3,543 Xxxxx Xxxxxx $ 6,000 5,314 Lucian Ventures, Inc. $ 56,000 49,601 Chen Zur $ 2,000 1,771 Shani Levona Nechasim Ltd. $ 5,447 4,825 Kaedan Investments Ltd. $ 7,000 6,200 G.K. Capital Ltd. $ 7,000 6,200 Gideon Michonik $ 5,000 4,429 Xxxxxxx Xxxxxx $ 5,000 4,429 Xxxx Xxxxxxxxxx $ 25,000 22,143 Atom Corp. $ 27,787 24,612 Xxxxxx Xxxxxxxxx $ 21,087 18,678 Xxxxx Xxxxxxxxx $ 27,787 24,612 Xxx Xxxxxx $ 27,787 24,612 Dalewood Assoc. $ 11,178 9,901 Xxxx Xxxxxxxx $ 1,731 1,533 Xxxxxxx Xxxxxxxx $ 1,731 1,533 Xxxxx Xxxxxxxx $ 5,193 4,600 Xxxx Xxxxxx Holdings Ltd. $ 3,652 3,235 Avenue International Corp. $ 150,000 132,861 Partam Properties (1993) Ltd. $ 200,000 177,148 Xxxxxx Xxxxx $ 25,000 22,143 Xxxxx & Xxxxx Xxxxxx $ 25,000 22,143 This Investors’ Rights Agreement (the “OfferAgreement”) is made as of the ____ day of December, 2006, by and among WhiteSmoke, Inc., a Delaware corporation (the “Company”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in the Company under the terms and conditions of this Agreement. (iv) Buyer, the Company, the Executing Shareholders and the Consenting Shareholders shall take such other actions investors listed on Exhibit A hereto, each of which is herein referred to as may be commercially reasonably appropriate in order to complete an “Investor”, and the transfer holders of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this AgreementSeries A Preferred Stock listed on Exhibit B hereto. (v) After satisfactory completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares of the Company held by all Non-Consenting Shareholders as of the Closing, if any, against delivery by Buyer to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Consideration multiplied by (ii) the total number of shares held by the Non-Consenting Shareholders. (vi) For purposes of this Agreement, the term “Shareholder” shall include all Non-Consenting Shareholders and each such Non-Consenting Shareholder shall be deemed to be subject to the terms and conditions of this Agreement, except to the extent that doing so would be inconsistent with the provisions of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Law.

Bring Along. (i) As of the Agreement Date, the Executing Shareholders, holding at least 8980% of the voting power of the Company, have duly executed this Agreement, ; and by executing this Agreement such shareholders are deemed to have accepted an offer by Buyer to purchase their shares in accordance with Article 22 8.4 of the Company’s Articles of Association, and in accordance with Section 341 of the Israeli Companies Law, 1999 (the “Companies Law”). (ii) This Agreement shall be deemed, for the purpose of Article 22 8.4 of the Company’s Articles of Association and for the purpose of Section 341(a) of the Israeli Companies Law (i) an offer by Buyer for the purchase of all issued and outstanding share capital of the Company and (ii) an acceptance of such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequently. (iii) Promptly after the Agreement Date and unless this Agreement is duly terminated in accordance with its terms, the Buyer shall take all commercially reasonable actions to extend to all other shareholders of the Company an offer to purchase their shares in accordance with the terms set forth in this Agreement, in accordance with Article 22 8.4 of the Company’s Articles of Association and in accordance with Section 341 of the Companies Law (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in the Company under the terms and conditions of this Agreement. (iv) Buyer, the Company, the Executing Shareholders and the Consenting Shareholders shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 8.4 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement. (v) After satisfactory completion of the necessary procedures under Article 22 8.4 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares of the Company held by all Non-Consenting Shareholders as of the Closing, if any, against delivery by Buyer to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Total Consideration multiplied by (ii) the total number of shares held by the due to such Non-Consenting ShareholdersShareholders in accordance with the Spreadsheet. (vi) For purposes of this Agreement, the term “Shareholder” shall include all Non-Consenting Shareholders and each such Non-Consenting Shareholder shall be deemed to be subject to the terms and conditions of this Agreement, except to the extent that doing so would be inconsistent with the provisions of Article 22 8.4 of the Company’s Articles of Association or with Section 341 of the Companies Law.

Bring Along. (i) As of the Agreement Date, the Executing Shareholders, holding at least 89% more than ninety-five percent (95%) of the voting power of rights in the Company, have duly executed this Agreement, Agreement and by executing this Agreement such shareholders are deemed to have accepted an offer by Buyer to purchase their shares in accordance with Article 22 of the Company’s Articles of Associationterms set forth in this Agreement, and in accordance with Section 341 of the Israeli Companies Law, 1999 (the “Companies Law”) and Article 51 of the Company Charter (as defined below). (ii) Promptly after the Agreement Date and for as long as this Agreement is not duly terminated, the Company and the Executing Shareholders shall take all commercially reasonable actions to obtain from all other shareholders of the Company who did not execute this Agreement on the Agreement Date, a counter signature on this Agreement under which each such other holder of Company Shares becomes bound by and subject to the provisions of this Agreement as an “Executing Shareholder”. (iii) This Agreement shall be deemed, for the purpose of Article 22 of the Company’s Articles of Association and for the purpose of Section 341(a) of the Israeli Companies Law and Article 51 of the Company Charter to constitute (i) an offer by Buyer for the purchase of all issued and outstanding share capital of the Company which is conditioned upon the sale of all of the outstanding share capital of the Company and (ii) an acceptance of such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequentlypursuant to Section 2.1(b)(ii) above. This Agreement shall also be deemed a “Sale Event Notice” pursuant to Article 51.1 of the Company Charter. (iiiiv) Promptly Within three (3) Business Days after the Agreement Date and unless this Agreement is duly terminated in accordance with its termsDate, the Buyer shall take all commercially reasonable actions to extend to all other shareholders of the Company an offer to purchase their shares in accordance with the terms set forth in this Agreementshall, in accordance with Article 22 of the Company’s Articles of Association and in accordance with Section 341 341(a) of the Companies Law Law, provide a written notice (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along 341 Notice”) to each Shareholder of the Company that has not accepted the Offer duly executed and delivered this Agreement or countersigned this Agreement in accordance with Section 2.1(b)(ii) (a “Non-Non Consenting Shareholder”) that Buyer wishes to purchase such Non-Non Consenting Shareholder’s shares in the Company under the terms and conditions of this Agreement. (iv) . Buyer, the Company, Company and the Executing Shareholders and the Consenting Shareholders shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement. (v) . After satisfactory completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares of the Company held by all Non-Non Consenting Shareholders as of the Closing, if any, Closing against delivery by Buyer to the Company of the portion of an amount per Company Share held by the Non Consenting Shareholders equal to the consideration payable at the Closing of an aggregate amount equal to the product of (iNon Consenting Shareholders pursuant to Section 2.1(a) the Per Share Consideration multiplied by (ii) the total number of shares held by the less such Non-Consenting ShareholdersShareholder’s portion of the Escrow Amount to be held in escrow by the Company and paid to the Non Consenting Shareholders following the Closing. (viv) For purposes of this Agreement, the term “Shareholder” shall include all Non-Non Consenting Shareholders and each such Non-Non Consenting Shareholder shall be deemed to be subject to the terms and conditions of this AgreementAgreement (including the provisions of ARTICLE 8), except to the extent that doing so would be inconsistent with the provisions of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Law. (vi) Each party hereto shall cooperate with the other parties hereto, as any party may reasonably request, in the taking of any action hereunder and otherwise under Section 341 of the Companies Law and Article 51 of the Company Charter, including in making all reasonable filings and taking such other reasonable action which is necessary or desirable to effect the transactions under this Agreement with respect to all the securities of the Company outstanding as of the Closing in compliance with Section 341 of the Companies Law and Article 51 of the Company Charter.

Bring Along. (i) As of the Agreement DateBy executing this Agreement, the Executing Shareholders, holding at least 89who collectively hold more than 90% (which exceeds the voting power threshold of 75% required by Article 24 of the Articles of Association) of the issued and outstanding share capital of the Company, have duly executed this Agreementincluding holders of a majority of the Preferred Shares, have, and by executing this Agreement such shareholders are deemed to have have, accepted an offer by Buyer and/or Parent to purchase their shares Company Shares in accordance with the terms set forth in this Agreement and in accordance with Article 22 24 of the Company’s Articles of Association, and in accordance with Section 341 of the Israeli Companies Law, 1999 (the “Companies Law”). (iii) This Agreement shall be deemed, for the purpose of Article 22 24 of the Company’s Articles of Association and for the purpose of Section 341(a) 341 of the Israeli Companies Law 1999 (the “Companies Law”) (“Section 341”), to constitute with respect to the Company (i) an offer by Buyer and/or Parent for the purchase of all issued and outstanding share capital of the Company which is conditioned upon the sale of all of the outstanding share capital of the Company and (ii) an acceptance of such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequentlyShareholders. (iiiii) Promptly after No later than three (3) Business Days following the Agreement Date and unless this Agreement is duly terminated in accordance with its termsdate hereof, the Buyer Company shall take all commercially reasonable actions to extend to all other shareholders of the Company an offer to purchase their shares have, in accordance with the terms set forth in this Agreement, in accordance with Article 22 of the Company’s Articles of Association and in accordance with Section 341 of the Companies Law (the “Offer”)341, by providing provided a written notice in on behalf of Buyer, Parent and the form attached hereto as Exhibit C Executing Shareholders (the “Bring-Along Notice”) to each Shareholder of the shareholders of the Company that has not accepted the Offer (is a “Non-Consenting Executing Shareholder”) that Buyer wishes to purchase , setting forth the information required by the Articles of Association and offering such Non-Consenting Shareholder’s shares in the Executing Shareholder to sell all Company under Shares owned by it to Buyer pursuant to the terms and conditions of this Agreement and become an Executing Shareholder under this Agreement. (iv) Buyer, the Company, the Executing Shareholders . Buyer and the Consenting Shareholders Company shall fully coordinate any correspondence which concerns the Bring-Along Notice and any such correspondence including the Bring-Along Notice shall be subject to the prior written reasonable approval of Buyer. Buyer and the Company shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of in accordance with the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under pursuant to the terms and conditions of this Agreement. , including the making of all filings and taking such other actions which are necessary or desirable to effectuate the Acquisition with respect to all of the Company Shares which are outstanding as of the Closing in compliance with the Articles of Association and the Companies Law. The Company shall register the transfer of all of the Company Shares held by all of its Non-Executing Shareholders in the Company's Register of Shareholders, to Buyer, and all share certificates held by Non-Executing Shareholders shall be deemed cancelled without any further action by any party pursuant to Article 24 of the Articles of Association, and the portion of the Total Consideration, if any, payable under this Agreement with respect to the Company Shares sold hereunder by such Non-Executing Shareholders in accordance with the Payment Spreadsheet shall be deposited at the Closing with the Paying Agent, as trustee (vthe “Trust Consideration”), in accordance with Article 24 of the Articles of Association, and shall be allocated by the Company among the Non-Executing Shareholders in accordance with the Payment Spreadsheet, provided, however that each Non-Executing Shareholder shall be entitled to receive its respective portion of the Total Consideration, if any, and the Paying Agent shall release such portion of the Total Consideration to such Non-Executing Shareholders only upon and subject to such Non-Executing Shareholder's delivering all relevant documents under Section 3.2 and any other document executed by the Executing Shareholders, including without limitation a counterpart signature page to this Agreement. The Company shall use its best efforts in order to (i) After satisfactory obtain execution of a counterpart signature page to this Agreement for the satisfaction and completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares Article 24 of the Company held by all Non-Consenting Shareholders as Articles of the ClosingAssociation, if any, against delivery by Buyer to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Consideration multiplied by and (ii) obtain the total number execution of shares held a share transfer deed in the form attached hereto as Exhibit B by all the Non-Consenting Executing Shareholders. (viiii) For purposes of this Agreement, the term “ShareholderSelling Shareholders” shall include all respective Non-Consenting Executing Shareholders and each such Non-Consenting Executing Shareholder shall be deemed to be subject to the terms and conditions of this Agreement, except to the extent that doing so would be inconsistent with the provisions of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Law.

Bring Along. (i) As At any time, prior to a Qualified IPO (as such term is defined in the Investors’ Rights Agreement), if any person or entity (which is not an affiliate of any holder of Preferred Stock (for the Agreement Datepurpose of this Section 2, the Executing Shareholders, holding at least 89% the voting power of the Company, have duly executed this Agreement, and by executing this Agreement such shareholders are deemed to have accepted an “Offeror”) makes a detailed offer by Buyer to purchase their shares in accordance with Article 22 all of the Company’s Articles of Associationissued and outstanding capital stock (the “Purchase Offer”), and (i) a majority of the Board of Directors approves the Purchase Offer and (ii) stockholders holding at least sixty six percent (66%) of the issued and outstanding Preferred Stock of the Company voting as a single class on an as converted basis (the “Forced Sale Majority”) wish to accept the Purchase Offer, then, at the closing of the Purchase Offer, all of the remaining stockholders of the Company’s issued capital stock (the “Minority”) shall sell all of their shares in the Company on the same terms and conditions (subject however to and without derogating from the liquidation preference provisions described in Article IV(2) of the Company’s Amended and Restated Certificate of Incorporation, as shall be amended from time to time, which shall apply to a sale under this Section 2). The proceeds of any such Purchase Offer shall be distributed in accordance with Section 341 the provisions of Article IV(2) of the Israeli Companies LawAmended and Restated Certificate of Incorporation, 1999 (the “Companies Law”)as shall be amended from time to time. (ii) This Agreement The Company shall, within thirty (30) days of the date that the Forced Sale Majority has accepted the offer of the Offeror, notify, or cause to be notified, each stockholder of the Minority in writing of such offer. Such notice shall set forth: (i) the name of the Offeror; (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Offeror; and (iii) the date on which such purchase shall be deemedconsummated and closed. If any of the Minority stockholders fail to execute and/or deliver the appropriate documentation required to effect the said transaction, for the purpose it is hereby agreed that all such stockholders (A) shall be deemed to have given an irrevocable power of Article 22 of attorney to such person as shall be designated by the Company’s Articles Board of Association Directors to accept such offer and for (B) at the purpose closing of Section 341(asuch Purchase Offer, will transfer all their shares to the Offeror. In the event that a stockholder fails to surrender its stock certificate(s) in connection with the consummation of such offer, such certificate shall be deemed canceled and the Company shall be authorized to issue a new certificate in the name of the Israeli Companies Law (i) Offeror and the Board of Directors shall be authorized to establish an offer by Buyer escrow account into which the consideration for such canceled shares shall be deposited and to appoint a trustee to administer such account. Without derogating from the purchase of all issued foregoing, in the event that a Minority stockholder refuses to comply with this Section 2(ii, the Forced Sale Majority may proceed to protect and outstanding share capital enforce the rights of the Company and (ii) an acceptance of such offer by all Executing Shareholders who have duly executed Forced Sale Majority contained in this Agreement initially or subsequentlySection 2(ii). (iii) Promptly after At every meeting of the Agreement Date and unless this Agreement is duly terminated in accordance with its terms, the Buyer shall take all commercially reasonable actions to extend to all other shareholders Stockholders of the Company an offer called with respect to purchase their any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Minority shall vote all shares of the Company that the Minority stockholders then hold or for which such Minority stockholders otherwise then have voting power (collectively, for the purposes of this Section 2(iii), the “Shares”): (A) in accordance with favor of approval of the terms set forth Purchase Offer and any matter that could reasonably be expected to facilitate the Purchase Offer, and (B) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Purchase Offer) between the Company and any person or entity other than the party or parties to the Purchase Offer or any other action or agreement that would result in this Agreementa breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Purchase Offer or which could result in any of the conditions to the Company’s obligations under such agreement(s) not being fulfilled, in accordance with Article 22 each case unless otherwise determined by the Proposing Stockholders. For purposes of this Section 2(iii), the term Purchase Offer shall be deemed to include, in addition, a sale of all or substantially all of the Company’s Articles of Association and in accordance with Section 341 of the Companies Law (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in the Company under the terms and conditions assets. The provisions of this AgreementSection 2(iii) shall apply only to the extent that any stockholder vote is required in order to affect such sale. (iv) Buyer, the Company, the Executing Shareholders and the Consenting Shareholders shall take such The Company covenants that all shares or other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement. (v) After satisfactory completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was securities granted or issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company in the future shall register Buyer as owner of all the shares of the Company held by all Non-Consenting Shareholders as of the Closing, if any, against delivery by Buyer to the Company at the Closing of an aggregate amount equal to the product of (i) the Per Share Consideration multiplied by (ii) the total number of shares held by the Non-Consenting Shareholders. (vi) For purposes of this Agreement, the term “Shareholder” shall include all Non-Consenting Shareholders and each such Non-Consenting Shareholder shall be deemed to be subject to the terms and conditions provisions of this Agreement, except to the extent that doing so would be inconsistent with the provisions of Article 22 of the Company’s Articles of Association or with Section 341 of the Companies Law2.