Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. 1.2.1. The issuance and sale of the Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company and each of the Purchasers. 1.2.2. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company shall deliver to the Purchasers: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer in accordance with the wire instructions or such other form of payment as is mutually agreed by the Company and each Purchaser.

Closing; Delivery. 1.2.1. The issuance purchase and sale of the Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of signatures on the execution date of this Agreement by all parties hereto or at such other time and place as the Company and the Purchasers representing a majority of the Shares to be sold mutually agree upon, orally or in writing (which time and place are designated as the “Closing”), or at such other date, . At any time and place as shall be mutually agreed upon from time to time during the ninety (90) day period immediately following the Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing”), without obtaining the signature, consent or permission of any of the Purchasers, offer and sell to other investors (the “New Purchasers”), at the Price per share, up to that number of Shares that is equal to the total number of Shares authorized by the Restated Certificate less the number of Shares actually issued and sold by the Company at the Closing. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and the New Purchasers purchasing Shares at each Additional Closing will execute counterpart signature pages to this Agreement and that certain agreement among the Company and the Purchasers dated as of the Purchasers. 1.2.2date of the Closing in the form of Exhibit D attached hereto (the “Investors’ Rights Agreement,” and together with this Agreement, the “Transaction Agreements”), and such New Purchasers will, upon delivery to the Company of such signature pages, become parties to, and bound by, the Transaction Agreements, each to the same extent as if they had been Purchasers at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously Closing and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At each Additional Closing, the Company shall deliver to each Purchaser a certificate representing the Purchasers: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified Shares being purchased by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued such Purchaser at the Closing are registered in the name of each of the Purchasersand such Additional Closing, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutionsapplicable, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance purchase price therefor by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars check payable to the Company of their respective portions of the Purchase PriceCompany, by wire transfer in accordance with the wire instructions or such other form of payment as is mutually agreed to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company and each Purchaserto Purchaser or by any combination of such methods.

Closing; Delivery. 1.2.1. The issuance and sale of (a) At the Purchased SharesClosing, in accordance with Section 1.1 hereof, Sellers shall deliver or cause to be delivered to Computershare Trust Company, N.A., the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto ’s transfer agent (the “ClosingTransfer Agent”), or such other third party mutually agreeable to Sellers and Purchaser, the certificates representing the Purchased Shares to be purchased on the Closing Date, duly and validly endorsed or accompanied by stock powers duly and validly executed, containing fully and duly executed and, if required by the Transfer Agent, stamped medallion signature guarantees, sufficient to convey to the Purchaser good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. Such delivery will be made at such other date, time and place as the parties mutually agree. At the election of Sellers, Sellers may, in lieu of delivering certificates representing the Purchased Shares to be sold hereby, cause its broker(s) to deliver the applicable Purchased Shares to Purchaser’s broker through the facilities of the Depository Trust Company’s DWAC system. In the event of such an election, at or prior to the Closing Date, Purchaser shall deliver a letter to Sellers and Purchaser’s broker, in a form reasonably acceptable to Sellers, which letter shall include all necessary information for Seller and its brokers to deliver the Purchased Shares via DWAC, including the Purchaser’s broker name, DTC number, account number, phone number and number of Purchased Shares to be mutually agreed upon so transferred, instructing Purchaser’s broker to accept the DWAC. Upon consummation of this Agreement, the parties shall cause the Transfer Agent to issue a new stock certificate to the Sellers representing the balance of the Sellers’ unpurchased shares represented by certificates delivered by the Company and each of the PurchasersSellers, if any. 1.2.2. (b) At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company Purchaser shall deliver or cause to be delivered to each Seller the Purchasers: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Aggregate Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect be paid to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Pricesuch Seller as set forth on Exhibit A attached hereto, by wire transfer of immediately available funds to the account or accounts designated by each Seller in accordance with the wire instructions or such other form of payment as is mutually agreed by the Company and each Purchaserwriting.

Closing; Delivery. 1.2.1. The issuance and sale of the Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company and each of the Purchasers. 1.2.2. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company shall deliver to the Purchasers: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement;. 1.2.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer in accordance with the wire instructions or such other form of payment as is mutually agreed by the Company and each Purchaser.

Closing; Delivery. 1.2.1. The issuance purchase and sale of the Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of immediately following the execution and delivery of this Agreement by all parties hereto Agreement, or at such other time and place as the Company, Parent and Purchaser shall mutually agree upon, orally or in writing (the “Closing”), or at such other date, time and place as . The date on which the Closing actually occurs shall be mutually agreed upon by referred to herein as the Company and each of the Purchasers“Closing Date. 1.2.2. ” At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company shall deliver to the Purchasers: (a) A Purchaser shall (i) pay (or cause to be paid) to the Company the aggregate Purchase Price payable by each such Purchaser by wire transfer to a bank account designated by the Company prior to the date of this Agreement, (ii) deliver to the Company executed counterparts to the Investor Rights Agreements, (iii) deliver to Parent executed counterparts to the Subscription Agreement, and (iv) deliver to the Company executed counterparts to the Subordination Agreement; and (b) the Company or Parent, as applicable, shall deliver, or cause to be delivered, to Purchaser: (i) a certified copy of the register Certificate of shareholders Designations that was duly filed with the Secretary of State of the Company State of Delaware, which shall be in full force and effect as of the Closing; (ii) (A) electronic stock certificates, or such other evidence reasonably acceptable to Purchaser, evidencing the “Shareholders Register”), certified ownership by an executive officer Purchaser of the applicable number of Shares as contemplated by this Agreement; (B) a certificate of good standing of the Company and prepared in accordance with Section 130 Parent as of the Companies Law, 5759–1999, as amended a date no earlier than two (the “Companies Law”), in which the respective Purchased Shares issued at 2) Business Days prior to the Closing are registered in Date; (C) a certificate certifying (1) the name Certificate of Incorporation and Bylaws of each of the PurchasersCompany and Parent, in the form attached hereto as Schedule 1.4.3(a) (b2) True and correct copies of written resolutions, or minutes of a meeting resolutions of the Board of Directors and meeting the board of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), directors of Parent approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements and the transactions contemplated herebyhereby and thereby, including, among others, and (a3) authorizing the issuance and sale resolutions of the Purchased Shares against payment stockholders of the Purchase Price thereforCompany approving the Certificate of Designations; (bD) approving executed counterparts to the executionInvestor Rights Agreements, delivery and performance by from the Company of all agreements contemplated herein to which the Company is party and any agreementsParent, instruments or documents ancillary theretoas applicable; (cE) waiving all preemption an executed counterpart to the Subscription Agreement, from Parent; (F) an executed counterpart to the Subordination Agreement, from the Company, and participation rights with respect (G) any other customary documents or certificates reasonably requested by Purchaser which are reasonably necessary to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At give effect to the Closing; and (iii) pay, each or cause to be paid to Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of (which may be set off against the Purchase Price, by wire transfer in accordance with at Purchaser’s option), any unpaid portion of the wire instructions or such other form of payment as is mutually agreed by the Company and each PurchaserTransaction Expenses.

Closing; Delivery. 1.2.1. 1.4.1 The issuance purchase and sale of the Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, hereunder shall take place remotely via the exchange of documents and signatures, within 3 business days of signatures on the execution of this Agreement by all parties hereto Date or the subsequent date as shall be agreed between the Parties (which date is referred to herein as the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company and each of the Purchasers. 1.2.2. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, 1.4.2 the Company shall deliver to the PurchasersInvestor: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting meeting, of the Company’s board of directors and shareholders, substantially in the forms form attached hereto as Schedule 1.4.3(b1.4.2(a), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; ; (b) Share certificates representing the Purchased Shares issued to the Purchaser, duly executed by the Company; (c) waiving all preemption A duly executed commercial agreement substantially in the form attached hereto as Schedule 1.4.2(c). (d) Registrar of Companies Notices. A copy of the duly completed and participation rights ready for filing with the Registrar of Companies required to made in light of any of the actions and transactions contemplated hereby (including with respect to this Agreement except for the participation rights issuance of the Purchasers executing this Agreement;Purchased Shares, and the adoption of the Restated Articles), in the forms attached hereto as Schedule 1.4.2(d). 1.2.4. 1.4.3 At the Closing, each the Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, Price for the Purchased Shares being issued to it at the Closing by wire transfer in accordance with the wire instructions or such other form of payment as is mutually agreed by the Company and each Purchaser.

Closing; Delivery. 1.2.1. (a) The issuance purchase and sale of the Purchased Shares, the purchase thereof by the Purchasers, Shares and the registration issuance of the Purchased Shares in the names of the Purchasers in the share register of the Company, Options shall take place remotely via the exchange of documents and signatures, within 3 business days signatures at the closing. The closing of purchase and sale of the execution Purchased Shares and the issuance of this Agreement by all parties hereto the Option shall take place on the date no later than ten (10) Business Days after the fulfillment or waiver of the conditions to the Closing set forth in Section 5 hereof, or at such other time and place as the Company and, the Investors mutually agree upon in writing (the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company and each of the Purchasers. 1.2.2. (b) At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company shall deliver to the Purchasers: each Subscriber (ai) A a scanned copy of the register of shareholders of share certificate representing the Purchased Shares being purchased by such Subscriber at the Closing, provided that the Company shall then deliver the original share certificate to such Subscriber promptly (but in any event within five (5) Business Days) after the “Shareholders Register”)Closing, certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (bii) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting copy of the Company’s shareholdersupdated register of members, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance certified by the secretary service provider of the Company as true and complete as of this Agreement the date of the Closing and reflecting such Subscriber as the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale holder of the Purchased Shares against payment of purchased by such Subscriber hereunder at the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; Closing. (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser Subscriber shall cause deliver the transfer aggregate purchase price set forth opposite such Subscriber’s name in immediately available US Dollars to the Company relevant column of their respective portions of the Purchase PriceSchedule B hereto, by wire transfer in accordance with immediately available funds in U.S. dollar to a bank account of the wire instructions or Company. The details of such other form bank account of payment as is mutually agreed the Company shall be provided by the Company to such Subscriber in writing at least five (5) Business Days prior to the Closing. (d) At the Closing, the Company shall issue to each of the Option Holders an Option by delivering to each Option Holder its respective Option Agreement duly signed by the Company. (e) At the Closing, each Option Holder shall pay the Investment Amount set forth opposite such Option Holder’s name in the relevant column of Schedule D hereto pursuant to the terms and each Purchaserconditions of the Investment Agreement.

Closing; Delivery. 1.2.1. (a) The issuance purchase and sale of the Purchased Shares, the aggregate number Shares contemplated to be sold under Section 1.1(b) will take place on multiple occasions as provided in this Agreement. The initial purchase thereof by the Purchasers, and the registration sale of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days at 10:00 a.m. on the earlier to occur of (i) the Closing Date under the Acquisition Agreement and (ii) a date determined by the Board of Directors of the execution of this Agreement Company on which Shares will be sold in order to raise funds necessary to pay expenses as contemplated by all parties hereto Section 1.1(b)(ii)(B) (which time and place are designated as the “Initial Closing”). The term “Closing” shall apply to the Initial Closing and each subsequent Closing held in accordance with this Agreement unless otherwise specified. The Company shall only be entitled to require a Closing, or and each Purchaser shall only be obligated to satisfy its obligations to purchase Shares at any Closing, (i) in the case of the Company’s need to raise funds to satisfy any payment obligations described in Section 1.1(b)(i)(A), when an actual need to make such payments arises under the Acquisition Agreement and (ii) in the case of the Company’s need to raise funds to satisfy any payment obligations described in Section 1.1(b)(ii)(B), upon the determination by the Board of Directors of the Company that the Company shall make such expense payments. (b) No less than five (5) business days prior to the anticipated date of any Closing (including the Initial Closing), the Company shall send a written notice to each Purchaser (each, a “Closing Notice”) that sets forth (i) the anticipated date of such Closing, (ii) the purpose of such Closing (i.e., the Company’s intended use of proceeds raised in connection with such Closing, which use must be contemplated by Section 1.1(b)(i) of this Agreement), (iii) the number of Shares that such Purchaser shall be obligated to purchase at such other dateClosing (determined in accordance with such Purchaser’s Commitment Percentage), time (iv) the aggregate purchase price that such Purchaser is obligated to deliver to the Company in exchange for such number of Shares, and place as (v) the wire instructions to which such Purchaser shall deliver such aggregate purchase price. The Closing Notice that the Company delivers to each Purchaser shall be mutually agreed upon accompanied by a copy of the Closing Notice that is being delivered to the other Purchaser in connection with such Closing. (c) On the fifth (5th) Business Day following the delivery of any Closing Notice (or, if it is determined that the applicable Closing will not occur on such fifth (5th) Business Day as anticipated, on such later date that the Company communicates to the Purchaser in the Closing Notice or any other written communication relating thereto), each Purchaser shall be required to deliver to the Company's account (or to such other account designated by the Company or its designee) the amount set forth in the Closing Notice delivered to such Purchaser. (d) Interest will accrue at the Default Rate on any outstanding unpaid balance of any amount required to be paid to the Company by a Purchaser under Section 1.2(c) from and each including the date such amount was due until the date of payment of such amount by such Purchaser. The Company may pursue and enforce all of its rights and remedies under applicable law against a Purchaser which fails to make a payment when due, including but not limited to the commencement of a lawsuit to collect the unpaid amount, interest, costs, and reimbursement (with interest at the Default Rate) for any other damages suffered by the Company. Without in any way limiting the generality of the Purchasersforegoing, if a Purchaser fails to make a payment required under a Closing Notice (which failure is not cured within five (5) Business Days following the date such payment was due), then the Company shall be entitled to sell the number of Shares that the defaulting Purchaser was required to purchase to another Person (for clarity, without regard to any preemptive rights set forth in the Stockholders Agreement) including the other Purchaser, and, in its sole discretion and without in any way reducing its remedies against the defaulting Purchaser the Company shall no longer be obligated to sell any Shares to such defaulting Purchaser, notwithstanding the commitments set forth in this Section 1. 1.2.2. (e) At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At each Closing, the Company shall deliver to each Purchaser a certificate representing the Purchasers: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified Shares being purchased by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued such Purchaser at the such Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance purchase price therefor by wire transfer to a bank account designated by the Company of all agreements contemplated herein to which in the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect Closing Notice. Exhibit A to this Agreement except for shall be updated to reflect the participation rights number of Shares purchased and the Purchasers executing this Agreement; 1.2.4. At the aggregate purchase price therefor at each Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer in accordance with the wire instructions or such other form of payment as is mutually agreed by the Company and each Purchaser.

Closing; Delivery. 1.2.1. The issuance and sale closing of the Purchased Shares, transactions contemplated hereby (the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, “Closing”) shall take place remotely via the electronic exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company and each the Purchasers may agree in writing, on the third (3rd) Business Day after satisfaction or waiver of the Purchasersconditions set forth in Section 5 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions); provided that in no event shall the Closing occur prior to November 22, 2021, unless such limitation is waived by the Purchasers in writing. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” 1.2.2. (a) At the Closing, the following transactions shall occurCompany shall: (i) duly file, which transactions shall or cause to be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closingduly filed, the Company shall Certificate of Designations with the Secretary of State of the State of Delaware and deliver a certified copy of the Certificate of Designations that was duly filed with the Secretary of State of the State of Delaware to the Purchasers; (ii) deliver or cause to be delivered to the Purchasers: (a1) A copy stock certificates, or such other evidence reasonably acceptable to the Purchasers, evidencing the ownership by the Purchasers of the register applicable number of shareholders shares of Series A Preferred Stock as contemplated by this Agreement; (2) a certificate of good standing of the Company as of a date no earlier than two (2) Business Days prior to the “Shareholders Register”Closing Date; (3) the certificate contemplated by Section 5.1(f); and (4) counterparts to the warrant certificate representing the Warrants issued to the Purchasers; (iii) counterparts to the Transaction Agreements, certified duly executed by an executive officer of the Company and prepared in accordance with Section 130 the Purchasers; (iv) copies of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of resolutions or written resolutions, or minutes of a meeting of consents duly adopted by the Board of Directors and meeting of certified by the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects secretary authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements and the transactions contemplated herebyhereby and thereby; (v) pay, includingor cause to be paid to the Purchasers (which may be set off against the Purchase Price, among othersat the Purchasers’ option), (a) authorizing the issuance and sale any unpaid portion of the Purchased Shares against payment of Transaction Expenses; and (vi) deliver or cause to be delivered any other customary documents or certificates reasonably requested by the Purchase Price therefor; Purchasers which are reasonably necessary to give effect to the Closing; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser the Purchasers shall (i) severally and not jointly pay (or cause the transfer in immediately available US Dollars to be paid) to the Company of their respective portions of the Purchase Price, Price payable by each such Purchaser by wire transfer in accordance with the wire instructions or such other form of payment as is mutually agreed to a bank account designated by the Company prior to the date of this Agreement, (ii) deliver to the Company executed counterparts to the Investors Rights Agreement, and each Purchaserthe Warrant, and (iii) deliver to the Company the certificate contemplated by Section 5.2(d).

Closing; Delivery. 1.2.1. (a) The issuance and sale closing of the Purchased Shares, transactions contemplated by this Agreement (the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, "Closing") shall take place remotely via at the exchange offices of documents and signaturesKing & Spalding, within 3 business days counsel for the Purchaser, 1185 Avenue of the execution of this Agreement by all parties hereto (the “Closing”)Americas, or at such other dateNew York, time and place as shall be mutually agreed upon by the Company and each of the PurchasersNew York, on July 31, 2000. 1.2.2. (b) At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously Company and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company Sellers shall deliver to the PurchasersPurchaser the following: (i) A duly executed Assignment of Membership Interest transferring all of the Interests from each Seller to the Purchaser. (ii) An opinion, dated the Closing Date, of (A) ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Company, the Seller LLC and the Seller LLC Members and (B) ▇▇▇▇▇▇▇, Del Deo, Dolan, Griffinger & ▇▇▇▇▇▇▇▇▇, counsel to the Company and the Sellers, in each case, in form and substance reasonably satisfactory to the Purchaser. (iii) A certificate of the secretary or any assistant secretary of each of the Company, the Seller LLC and the Designated Seller dated as of the Closing Date to which is attached (a) A copy the certificate of formation and operating agreement of such Person, and (b) the resolutions of such Person's board of directors or similar governing body and its members approving the consummation of the register of shareholders transactions contemplated by this Agreement and the Operative Agreements, and certifying the incumbency and true signatures of the Company officers who execute the Agreement, the Operative Agreements and any other instruments executed on behalf of such Person. (the “Shareholders Register”), certified iv) Duly executed counterparts to each Operative Agreement signed by an executive officer each of the Company and prepared in accordance with Section 130 each Seller that is party thereto. (v) A receipt reflecting payment of the Companies LawCash Portion of the Purchase Price. (vi) Such other instruments and documents as the Purchaser may reasonably request in connection with the Closing of the transactions contemplated hereby, 5759–1999all such instruments and documents to be reasonably satisfactory in form and substance to the Purchaser and its counsel. (vii) Written resignations of all officers, directors and members of the Company effective immediately upon consummation of the Closing, except as otherwise instructed by the Purchaser in writing to the Company prior to the Closing; and (c) On the Closing Date, the Purchaser shall deliver to the Sellers or the Designated Seller, as amended the case may be, the following: (i) Wire transfer or certified checks payable to the “Companies Law”)Sellers in the aggregate amount of $19,000,000. (ii) A certificate of the secretary or any assistant secretary of the Purchaser dated as of the Closing Date to which is attached (a) the certificate of incorporation and bylaws of the Purchaser, and (b) the resolutions of the Purchaser's board of directors approving the consummation of the transactions contemplated by this Agreement and the Operative Agreements, and certifying the incumbency and true signatures of the officers who execute the Agreement, the Operative Agreements and any other instruments executed on behalf of the Purchaser. (iii) Duly executed counterparts of each Operative Agreement to which the Purchaser is a party. (iv) Such other instruments and documents as the Sellers may reasonably request in connection with the Closing of the transactions contemplated hereby, all such instruments and documents to be reasonably satisfactory in form and substance to the Purchaser and its counsel. (v) An opinion, dated the Closing Date, of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the Parent and King & Spalding, counsel to the Purchaser and Parent, in which form and substance reasonably satisfactory to the respective Purchased Sellers. (vi) 516,129 shares of Non-Escrowed Shares issued at in the Closing are form of share certificates duly registered in the name of each the Designated Seller on the share transfer books of Parent. (d) On the PurchasersClosing Date, the Purchaser shall deliver to the Escrow Agent 2,181,818 shares of Parent Stock in the form of share certificates duly registered in the name of the Designated Seller on the share transfer books of Parent to be held in accordance with the terms of the Escrow Agreement. (e) On the Closing Date, the Parent shall deliver to the Sellers the following: (i) A certificate of the secretary or any assistant secretary of the Parent dated as of the Closing Date to which is attached hereto as Schedule 1.4.3(a) (a) the certificate of incorporation and bylaws of the Parent, and (b) True and correct copies of written resolutions, or minutes of a meeting the resolutions of the Board and meeting Parent's board of directors approving the consummation of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance transactions contemplated by the Company of this Agreement and the Operative Agreements, and certifying the incumbency and true signatures of the officers who execute the Agreement, the Operative Agreements and any other instruments executed on behalf of the Parent. (ii) Duly executed counterparts of each Operative Agreement to which the Parent is a party. (iii) Such other instruments and documents as the Sellers may reasonably request in connection with the Closing of the transactions contemplated hereby, including, among others, all such instruments and documents to be reasonably satisfactory in form and substance to the Parent and its counsel. (af) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At Immediately following the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to Amended and Restated Operating Agreement of the Company of their respective portions shall be amended, restated and superseded in its entirety by the operating agreement in the form attached as Exhibit E hereto, following which each of the Purchase Price, by wire Sellers shall have no further rights or obligations as members of the Company. Each Seller hereby waives any restrictions on transfer pursuant to Article VI of the Amended and Restated Operating Agreement in accordance connection with the wire instructions or such other form of payment as is mutually agreed transactions contemplated by the Company and each Purchaserthis Agreement.

Closing; Delivery. 1.2.1. The issuance and sale of On the Purchased SharesClosing Date, in accordance with Section 1.1 hereof, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register following shall occur simultaneously with a duly constituted Board meeting of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company and each of the Purchasers. 1.2.2. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company shall deliver to the Purchasers: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each The Purchaser shall pay or cause the transfer in immediately available US Dollars to be paid to the Company of their respective portions of Seller the Purchase Price, by wire transfer of immediately available United States Dollars to such account specified on Schedule A. (b) Immediately upon confirmation of receipt of such funds, the Seller shall deliver or cause to be delivered one or more original share certificates evidencing the Purchased Shares, each duly stamped, with stock transfer endorsed and completed in accordance with the wire instructions or such name of the Purchaser to Purchaser. (c) The Board members appointed by Seller will approve a resolution, if proposed and approved by all other form Board members directing the name of payment the Purchaser to be entered in the Register of Members as is mutually agreed the registered holder of the Purchased Shares and recording the sale and transfer of the Purchased Shares in the Company's Share Transfer Register; (d) The Board members appointed by Seller will approve a resolution, if proposed and approved by all other Board members appointing nominees of Purchaser as directors on the Board of the Company; (e) All the Seller's nominee directors on the Board, shall submit their resignation letters to the Board for the purpose of resigning as directors on the Board, on and from the Closing Date; (f) the Seller shall deliver to a representative of Cim Fund Services Ltd., Mauritius (being the person authorized by the Company and each Purchaserthe Purchaser to accept delivery), all items, deeds and documents etc. relating to the secretarial, administrative, financial, accounting and past records of the Company which were in the possession of the Seller or its directors/officers (who were directors/officers of the Seller in the Company prior to the Closing Date). (g) Each party hereto further agrees to execute and deliver such other instruments as shall be reasonably requested by a party hereto to consummate the transactions contemplated by this Agreement.

Closing; Delivery. 1.2.1. The issuance purchase and sale of the Purchased Shares, Shares (the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, "CLOSING") shall take place remotely via at the exchange offices of documents and signaturesZellermayer, within 3 business days Pelossof & Co., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Israel on the fifth (5th) Business Day following the closing date of the execution of this Agreement by all parties hereto (the “Closing”)IPO or, if later, upon satisfaction or at such other date, time and place as shall be mutually agreed upon waiver by the Company and the Purchaser of each of the Purchasers. 1.2.2conditions set forth in Sections 5 and 6 (the "CLOSING DATE"). At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction none of them shall be completed or deemed to have been be completed or any document delivered until all such transactions shall have been completed and all required documents delivered.occurred: 1.2.3. At Closing, the (a) The Company shall deliver to the Purchasers: (a) A copy of Purchaser an officer's certificate, signed by the register of shareholders Chief Financial Officer of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached as EXHIBIT A hereto as Schedule 1.4.3(a)(the "OFFICER'S CERTIFICATE") certifying the number of shares to be issued to the Purchaser at the Closing. (b) True and correct copies of written resolutions, or minutes The Company shall deliver to the Purchaser a certified copy of a meeting resolution of the Board and meeting of Directors of the Company’s shareholders, substantially Company issuing and allotting the Purchased Shares to the Purchaser. (c) The Company shall register the Purchaser in its register of shareholders as the owner of the Purchased Shares and shall instruct the stock transfer agent of the Ordinary Shares to issue to the Purchaser a validly executed share certificate representing the Purchased Shares promptly following the Closing. (d) The Company shall deliver to the Purchaser a duly executed certificate of confirmation from the Secretary of the Company certifying that the Purchaser has been duly registered in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by shareholders' register of the Company as the owner of this Agreement and the transactions contemplated hereby, including, among others, Purchased Shares. (ae) authorizing In consideration for the issuance and sale of the Purchased Shares against payment of Shares, the Purchaser shall transfer to the Company the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser shall cause the wire transfer in immediately available US Dollars funds to the Company of their respective portions of the Purchase PriceCompany's bank account at Bank Leumi, by wire transfer in accordance with the wire instructions Branch 876, Account No. 121300/63 (or to such other form of payment account as is mutually agreed by the Company and each Purchasershall designate in writing to the Purchaser no less than three (3) Business Days prior to the Closing Date).

Closing; Delivery. 1.2.1. The issuance and sale of (a) At or prior to the Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company Closing Date and each of the Purchasers. 1.2.2. At the ClosingSubsequent Closing Date, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closingin accordance with Section 1.1 hereof, the Company shall deliver or cause to the Purchasers: be delivered to Computershare, Ltd (a) A copy of the register of shareholders of the Company (the “Shareholders RegisterComputershare”), certified at an address to be designated in writing by an executive officer Purchaser, the certificates representing the Shares to be purchased on the Closing Date or Subsequent Closing Date, as applicable, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank and sufficient to convey to Purchaser good, valid and marketable title in and to such Shares, free and clear of any and all Liens. Upon the agreement of the Company and prepared Purchaser, the Company may, in lieu of delivering certificates representing the Shares to be sold thereby, cause the applicable Shares to be delivered by Computershare through the facilities of the Depository Trust Company’s DWAC system to a brokerage account designated by Purchaser. In the event of such an election, Purchaser shall deliver a letter to Computershare, in a form reasonably acceptable to Computershare, which letter shall include the broker’s name, phone number and number of Shares to be so transferred, instructing Computershare to accept the DWAC. (b) On the Closing Date or any Subsequent Closing Date, as applicable, upon confirmation from Computershare that all documents have been delivered in accordance with Section 130 1.1 and Section 1.3(a) hereof, Purchaser shall deliver or cause to be delivered to the Company, an amount equal to the number of Shares purchased by Purchaser on the Companies Law, 5759–1999Closing Date or such Subsequent Closing Date, as amended (the “Companies Law”)applicable, in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance multiplied by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase PriceFMV, by wire transfer of immediately available funds to such accounts as the Company specifies in accordance with the wire instructions writing prior to such Closing Date or Subsequent Closing Date, as applicable. (c) Each party hereto further agrees to execute and deliver such other form of payment instruments as is mutually agreed shall be reasonably requested by a party hereto to consummate the Company and each Purchasertransactions contemplated by this Agreement.