Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The registered share capital of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Group. All outstanding Company Shares, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of (i) 10,000,000 shares of Company SharesCommon Stock, $0.00001 par value per share (“Common Stock”) of which 20,406,363 Company Shares 8,000,000 are issued and outstanding as of August 31, 2009. No Company Shares are dormant (which such amounts include the shares and no shares are held in treasury by any member issuable upon exercise of the Company GroupOptions on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company SharesCommon Stock (i) have been duly authorized and validly issued and are fully paid, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter Documents Company’s Articles of Incorporation, the By-Laws of the Company, Company or any agreement or document to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and Company Options (ii) have been offered, sold, issued (i) and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in ContractsLaws. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCommon Stock. Except as contemplated herebyset forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no voting trustsbonds, proxiesdebentures, notes or other agreements or understandings with respect to the voting of shares indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company is a party or by which it is boundmay vote. Except as set forth on Schedule 3.4, or of which the Company has knowledge. To never repurchased, redeemed or otherwise acquired or caused the Company’s knowledgerepurchase, there are no agreements relating to the registration, sale redemption or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) acquisition of any capital stock shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person has any right to cause by the Company to effect the registration under the Securities Act as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other than under the Registration Rights AgreementPerson. (bi) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Purchased Securities Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been duly authorized andgranted and are outstanding (each, when issued, delivered and paid for in the manner a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in this Agreement orall material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with respect to the Warrant Sharesterms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company’s share register. On , the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number date of Company Shares required for the grant or issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rightssuch option, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of shares of Company Shares reserved for issuance under the Option Plans upon Common Stock subject to such option, the exercise price of Company Optionssuch option, the Company Shares subject vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to outstanding what extent the exercisability of such option will be accelerated and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than become exercisable as set forth in Sections 3.2(a) and 3.2(c) and a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the Related Agreements exercisability of such Company Warrant will be accelerated and in become exercisable as a result of the SEC Documentstransactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no (i) securities Company Stock Rights or agreements of any member of character, written or oral, obligating the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now any Company Common Stock or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member equity or other ownership interest of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsCompany Stock Right. There are no outstanding or authorized stock appreciation, warrantsphantom stock, callsprofit participation, rights, convertible securities or other similar rights with respect to acquire from the member Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of to which the Company Group (i) granting is a party, by which the holder thereof the right to vote on any matters on which shareholders may vote (or which Company is convertible intobound, or exchangeable forof which the Company has knowledge, securities having such right) or (ii) agreements or understandings to which the value Company is a party, by which the Company is bound, or of which is in the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any way based upon or derived from capital or voting share capital Company Common Stock. The execution and delivery of this Agreement and the consummation of the Company, are issued transactions contemplated hereby and thereby does not implicate any rights or outstanding as obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of the date hereof. (f) No member of the Company Group has agreed, is obligated to makeCommon Stock and Company Stock Rights have been or will be properly given, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution toshall have properly waived, any Personrequired notice prior to the transactions contemplated herein.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of(i) 1,000,000 shares of Common Stock, of which 20,406,363 Company Shares the Original Stock is issued and outstanding, and (ii) 1,000 shares of Preferred Stock, consisting of 1,000 shares of Series A Preferred Stock, of which no shares are issued and outstanding. The holders of all of the issued and outstanding as shares of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member capital stock of the Company Groupare set forth on Schedule 3.6(a). All outstanding Except as set forth on Schedule 3.6(a), the Company Sharesdoes not have any shares of preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, when issueddesignated, were issued or outstanding. Upon issuance to Cetus, all of the Shares will be (i) duly authorized, validly issued, fully paid and paid, non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter Company’s Organizational Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirementsparty, and (ii) offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable agreement or other understanding to which the Company is a party, the Organizational Documents of the Company and all applicable requirements set forth in ContractsLaws. There are no restrictions of any kind on the transfer of the Shares except those imposed by foreign, federal and state securities Laws or by agreement to which Cetus is a signatory. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights AgreementCapital Stock. (b) (i) Except for the Company’s 2011 Stock Option Plan (the “Company Option Plan”), neither the Company nor any of the Subsidiaries has any stock option plan or any other plan or agreement providing for equity or equity based compensation to any Person. The Purchased Securities Company Option Plan has been or will be duly authorized, approved and adopted by the Company Board and the Company’s stockholders and is or will be in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company and the Subsidiaries no shares of Common Stock under the Company Option Plan, of which no options to purchase shares of Common Stock have been duly authorized and, when issued, delivered granted and paid are outstanding. (ii) There are no outstanding Security Rights for in the manner set forth in this Agreement or, with respect or related to the Warrant Sharesany Company Security (except as provided herein, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear Certificate of all Liens and duly registered in the name Incorporation of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rightsStockholders Agreement), preferences, privileges and restrictions set forth in the Charter Documentswhether or not currently exercisable. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than Except as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documentson Schedule 3.6(b)(ii), there are no (i) securities of any member none of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member any of the Company Group, Subsidiaries has or is bound by any (iiA) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, commitment to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now any Company Security or in the future, any capital stock, voting securities Subsidiary Security or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iiiB) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms ofor enter into any Security Right for or related to any Company Security or Subsidiary Securities. Except as set forth on Schedule 3.6(b)(ii), any such optionsthere are no outstanding or authorized stock appreciation, warrantsphantom stock, calls, rights, convertible securities profit participation or other similar rights with respect to acquire from the member Company or any of the Company GroupSubsidiaries. (ec) There Except for the Stockholders Agreement and except as set forth on Schedule 3.6(c), there are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting voting trusts, proxies or other agreements or understandings with respect to the holder thereof Shares, any Company Securities or any Subsidiary Securities to which the right to vote on Company or any matters on of the Subsidiaries is a party, by which shareholders may vote (the Company or which any of the Subsidiaries is convertible intobound, or exchangeable forof which the Company has knowledge, securities having such right) or (ii) agreements or understandings to which the value Company or any of the Subsidiaries is a party, by which the Company or any of the Subsidiaries is bound, or of which is in the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any way based upon Shares, any Company Securities or derived from capital or voting share capital any Subsidiary Securities. The execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the CompanyTransactions by the Company does not implicate any rights or obligations under any agreements with investors that have not been extinguished in connection with the Transactions, are issued complied with or outstanding as waived. The holders of shares of Company Capital Stock and any other Company Security and any Subsidiary Security and any Security Right with respect to any of the date hereofforgoing have been properly given notice or shall have properly waived any required notice prior to the Closing. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of 1,000 shares of Class A Common Stock, $1.00 par value per share, of which 20,406,363 Company Shares 100 shares are issued and outstanding as outstanding, and 1,000 shares of August 31Class B Preferred Stock, 2009. No Company Shares are dormant shares and no par value per share, of which no shares are held in treasury by any member issued and outstanding. All outstanding shares of the capital stock of the Company Group. All outstanding Company Shares, when issued, were are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or Bylaws of the Company, Company or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares bound and Company Options have been issued (i) in compliance with all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contractslaws. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company Company’s capital stock. Schedule 2.2(a) sets forth any restrictions as to the vesting of any of the Company’s capital stock, including the number of shares subject to restriction, the holder thereof and the material terms of any such agreement. (b) ORA is and will be until immediately prior to the Closing the record and beneficial owner and holder of the Shares, free and clear of any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership. The Shares constitute and will constitute on the Closing Date, all the outstanding capital stock of the Company. As a result of the Acquisition, Buyer will be the sole record and beneficial owner of all outstanding capital stock of the Company. (c) There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound, or of which bound obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of obligating the Company Group to grant or enter into any such option, warrant, call, right, commitment or agreement. Except as contemplated by this Agreement, there is no rights agreement, voting trust, proxy or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement agreement or understanding to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in party or give rise by which it is bound with respect to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness security of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital class of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share As of the date hereof the authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 3,750,000 shares of Company SharesCommon Stock, of which 20,406,363 1,594,809 shares are issued and outstanding; 2,000,000 shares of Company Shares Preferred Stock, of which 1,836,511 shares are issued and outstanding; 1,350,000 shares of Company Series AA Preferred Stock, of which 1,285,588 shares are issued and outstanding as and 650,000 shares of August 31Company Series BB Stock, 2009of which 550,923 shares of Company Series BB Preferred Stock are issued and outstanding. No Each share of Company Shares are dormant Preferred Stock is convertible on a one-share-for-one-share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons and in the amounts set forth in Section 2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held, class and/or series of such shares, the number of the applicable stock certificates representing such shares and no shares are held in treasury by any member the domicile addresses of the Company Grouprecord of such Persons. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All . (b) Except as set forth in Section 2.5(b) of the Disclosure Schedule, all outstanding shares of Company Shares Capital Stock (including Company Restricted Stock) and Company Options have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of Company Capital Stock. Other than the Company to which Capital Stock set forth in Section 2.5(a) of the Company is a party or by which it is boundDisclosure Schedule, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any other capital stock of the Companyauthorized, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares issued or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain eventsoutstanding. (c) Except for the Plan and as set forth in Section 2.5(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any person (whether payable in shares, cash or otherwise). The SEC Documents detail the number Company has reserved 623,633 shares of Company Shares reserved Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options under the Option Plans Plan, of which (i) 363,890 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) zero share has been issued upon the exercise of options granted under the Plan and remain outstanding as of the date hereof, and (iii) 295,743 shares remain available for future grant. The terms of the Plan and the applicable agreements for each Company Option permit the termination of Company Options or Company Restricted Stock, as applicable, as provided in this Agreement, without the consent or approval of the holders of such securities, the Stockholders or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Plan have been Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of Company Restricted Stock under the Plan or any other Contract relating to such Company Options, the Company Shares subject to outstanding and unexercised . All holders of Company Options and are current or former employees or non-employee directors or consultants or service providers of the Company Shares available for issuance thereunderCompany. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no No bonds, debentures, notes or other indebtedness of any member of the Company Group or any Subsidiary (i) granting the holder thereof having the right to vote on any matters on which shareholders stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the Company, are issued or outstanding as of the date hereof. (fe) No member Except as set forth on Section 2.5(e) of the Disclosure Schedule and except for the Company Options and the Company Warrants, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any Subsidiary is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company Group or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. None of the Company, the Company Board, any committee thereof or the administrator of the Plan has agreedresolved to accelerate or accelerated the vesting of any Company Restricted Stock or Company Options in contemplation of the Transactions. There are no outstanding or authorized stock appreciation, is obligated to makephantom stock, profit participation, or is bound by other similar rights with respect to the Company or any Contract under which it may become obligated to make any future investment inSubsidiary (whether payable in shares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or capital contribution toother agreements or understandings with respect to the voting stock of the Company or any Subsidiary, and there are no agreements to which the Company or any PersonSubsidiary is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock, in each case that would be applicable to the shares of Parent Capital Stock to be issued in the Merger.

Company Capital Structure. (a) The registered authorized share capital of the Company is NIS 30,000,000 divided into 30,000,000 10,000 consisting of 10,000 Company Ordinary Shares, of which 20,406,363 300 Company Ordinary Shares are issued and outstanding. As of the date hereof, the capitalization of the Company is as set forth in Section ‎3.2‎(a) of the Disclosure Schedule. Assuming the same total capitalization as on the date hereof, the total number of Company Ordinary Shares outstanding as of August 31immediately prior to the Closing Date (assuming the conversion, 2009exercise, or exchange of all securities convertible into, or exercisable or exchangeable for, Company Share Capital) will be as set forth in Section ‎3.2‎(a) of the Disclosure Schedule. No The Company Shares are dormant Share Capital is held by the persons with the domicile addresses and in the amounts set forth in Section ‎3.2‎(a) of the Disclosure Schedule which further sets forth for each such person the number of shares held, class and/or series of such shares and no the number of the applicable share certificates representing such shares. All outstanding shares are held in treasury by any member of the Company Group. All outstanding Company Shares, when issued, were Share Capital are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the CompanyArticles, or any agreement agreements to which the Company is or was a party or by which it is or was otherwise bound. . (b) All currently and formerly outstanding shares out of the Company Shares and Company Options Share Capital have been validly issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in ContractsLaws. There are no declared or accrued but unpaid dividends with respect to any shares out of the Company SharesShare Capital. Except for the Company Share Capital, the Company has no other share capital authorized, issued or outstanding. (c) The Company has never adopted, sponsored or maintained any share option plan or any other plan, arrangement or agreement providing for equity compensation to any person. (d) Except as set forth in Section ‎3.2‎3.9 of the Disclosure Schedule there are no outstanding loans and/or Indebtedness made by the Company to any of the Sellers or any of their Affiliates. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares share capital of the Company Company. There are no agreements to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights rights, “drag-along” or “dragbring-along” rights) of any capital stock Company Share Capital. As a result of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement Agreement, Buyer will be the sole record and the Related Agreements beneficial holder of all issued and in the SEC Documents, there are no (i) securities of outstanding Company Share Capital and all outstanding rights to acquire or receive any member shares out of the Company Group authorizedShare Capital, convertible into whether or exchangeable for shares of capital stock or voting securities of not such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company Share Capital is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Groupoutstanding. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 75,000,000 shares of Company SharesCommon Stock, $0.001 par value per share, of which 20,406,363 Company Shares 17,605,430 shares are issued and outstanding as of August 31the date hereof, 2009. No and 40,000,000 shares of Company Shares Preferred Stock, $0.001 par value per share, of which (i) 15,300,000 are dormant shares designated Company Series A Preferred Stock, all of which are issued and no outstanding as of the date hereof, and (ii) 21,400,000 shares are designated Company Series B Preferred Stock, 20,017,358 of which are issued and outstanding as of the date hereof. As of the date hereof, the Company Capital Stock is held by the persons with the domicile addresses and in treasury by any member the amounts set forth in Section 3.2(a) of the Company GroupDisclosure Schedule. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents certificate of incorporation or bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and Company Options have been issued (i) in compliance with applicable federal, state and foreign securities laws. Section 3.2(a) of the Company Disclosure Schedule sets forth all outstanding shares of Unvested Company Common Stock, indicating the name of the applicable securities laws and other applicable Legal RequirementsCompany Stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and (ii) in compliance with all applicable requirements set forth in Contractsthe repurchase price payable by the Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. As of the date of this Agreement, the Company has no other capital stock authorized, issued or outstanding other than as set forth in Section 3.2 of the Company Disclosure Schedule. (b) Except for the Company Option Plan, the Company has never adopted or maintained any other Company stock option plan or other plan providing for equity compensation of any Person. The Company has not granted any options or other compensation rights to purchase or acquire Company Capital Stock other than pursuant to the Company Option Plan. The Company has reserved 7,388,157 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted and the grant of restricted stock awards under the Company Option Plan, of which (i) 2,677,117 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options (whether vested or unvested) granted under the Company Option Plan, (ii) 3,720,087 shares (net of Company repurchases) have been issued, as of the date hereof, upon the exercise of options granted under the Company Option Plan and (iii) 53,000 shares (net of Company repurchases) of Company Common Stock (some of which shares constitute Unvested Company Common Stock on the date hereof) have been issued pursuant to restricted stock agreements under the Company Option Plan and are issued and outstanding on the date hereof and are included in the Company Common Stock outstanding as reflected in 3.2(a) above. Section 3.2(b)(i) of the Company Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number of shares of Company Capital Stock issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. All Company Options have been issued in compliance with all applicable federal, state and foreign securities laws. Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem (except for repurchase rights in favor of the Company provided under restricted stock agreements for the acquisition of Unvested Company Common Stock, all of which agreements have been provided to Parent), or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. The forms of agreement pursuant to which such Company Options and shares of Unvested Company Common Stock have been issued have been provided to Parent or its advisors. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Except as contemplated herebyby the Voting Agreements, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, . All holders of Company Options and no Person has any right to cause the shares of Unvested Company to effect the registration under the Securities Act of any securities Common Stock are current employees of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (dSection 3.2(b) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorizedDisclosure Schedule sets forth the outstanding principal, convertible into or exchangeable for shares accrued interest and applicable rate of capital stock or voting securities of such member of interest on all loans outstanding on the date hereof from any Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights Stockholder to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company consists of 21,000,000 shares of Common Stock and 10,211,401 shares of Preferred Stock. As of the date hereof, the capitalization of the Company is NIS 30,000,000 divided into 30,000,000 as set forth in Section 3.5(a) of the Disclosure Schedule. The total number of shares of each class and series of Company Shares, of which 20,406,363 Company Shares are issued and Capital Stock outstanding as of August 31the date hereof, 2009. No the total number of shares underlying each security convertible into, or exercisable or exchangeable for, shares of Company Shares are dormant shares and no shares are held in treasury by any member Capital Stock outstanding as of the date hereof and the total number of shares underlying all Company GroupOptions outstanding as of the date hereof is as set forth in Section 3.5(a) of the Disclosure Schedule. As of the date hereof, each one (1) outstanding share of Company Preferred Stock is convertible into one (1) share of Company Common Stock. The Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth in Section 3.5(a) of the Disclosure Schedule. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents Certificate of Incorporation or Bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding shares of Company Shares Capital Stock and Company Options have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any Stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws and other applicable Legal Requirementslaws. The Company has not, and (ii) in compliance with all applicable requirements set forth in Contractswill not have, suffered or incurred any Liability relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. The Company has no other capital stock authorized, issued or outstanding. No vesting provisions, repurchase options, risks of forfeiture or other conditions under any applicable stock restriction agreement or other agreement with the Company that are applicable to any shares of Company Capital Stock, Company Options or to any other rights to purchase Company Capital Stock, will accelerate as a result of the Merger or as a result of any other events (whether or not associated with the Merger). No shares of Company Capital Stock are unvested or subject to a repurchase option, risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company. (b) Except for the Company Stock Option Plan and the Company Unit Plan, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any Person. Section 3.5(b) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option or warrant, the number of shares of Company Capital Stock issuable upon the exercise of such option or warrant and the exercise price of such option or warrant. Except as contemplated herebyfor the Company Options, there are no voting trustsoptions, proxieswarrants, calls, rights, commitments or other agreements of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which bound obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire from the member or receive any shares of the Company GroupCapital Stock, whether or not such shares of Company Capital Stock are outstanding. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered authorized capital stock of the Company consists of 35,000,000 shares of Common Stock, of which 4,935,938 shares are issued and outstanding, and 5,180,575 shares of Company Preferred Stock, of which 2,020,202 shares have been designated Series A Preferred Stock, of which 2,020,202 shares are issued and outstanding, and 3,160,373 shares have been designated Series B Preferred Stock, of which 3,160,373 shares are issued and outstanding. Each share capital of Preferred Stock outstanding is convertible into one share of Company Common Stock. As of the date hereof, the capitalization of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held set forth in treasury by any member Section 2.2(a)(i) of the Disclosure Schedule. The Company GroupCapital Stock is held by the persons with the domicile addresses and in the numbers of shares set forth in Section 2.2(a)(i) of the Disclosure Schedule. All To the Knowledge of the Company, Section 2.2(a)(ii) of the Disclosure Schedule sets forth a complete and accurate list of the Accredited Stockholders. Except as set forth in Section 2.2(a)(iii) of the Disclosure Schedule, all outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and together with all Company Options have been issued (i) in compliance with all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements Laws. Except as set forth in ContractsSection 2.2(a)(iv) of the Disclosure Schedule, the Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or options or warrants to purchase Company Capital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. The Company has no capital stock other than the Company Capital Stock authorized, issued or outstanding. The Company has no Company Capital Stock that is unvested. (b) Except for the Plans or as set forth in Section 2.2(b)(i) of the Disclosure Schedule, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any person. The Company has reserved 3,388,450 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plans or any other plan, agreement or arrangement (whether written or oral, formal or informal), of which 3,087,690 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options. Except for the Company RSUs and the Company Options set forth in Section 2.2(b)(ii) of the Disclosure Schedule (such schedule to contain, for each holder of Company Options, the name and address of such holder, the number of shares of Company Common Stock issuable upon exercise of such Company Options held by such holder, the vesting schedule and exercise price of such Company Options, the dates on which such Company Options were granted and will expire, and whether any Company Options are intended to be incentive stock options under the Code), there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as contemplated herebyset forth in Section 2.2(b)(iii) of the Disclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares securities of the Company Company. Except as set forth in Section 2.2(b)(iv) of the Disclosure Schedule, there are no agreements to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights AgreementCapital Stock. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of 15,000 shares of Common Stock, of which 20,406,363 Company Shares 1,450 shares are issued and outstanding as of August 31the date hereof. As of the date hereof, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member the capitalization of the Company Groupis as set forth in Section 2.2(a) of the Disclosure Schedule. All Assuming the same -------------- total capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company Shares-------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, when issued, were all outstanding shares of -------------- Company Common Stock are duly authorized, validly issued, fully paid and non-non- assessable and are not subject to preemptive rights created by statute, the Charter Documents certificate of incorporation or bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Shares and Company Options Common Stock have been issued (i) in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws and other applicable Legal Requirementslaws. The Company has not, and will not have, suffered or incurred any liability (iicontingent or otherwise) or Loss (as defined in compliance with all applicable requirements set forth in ContractsSection ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCommon Stock. The Company has no other capital stock authorized, issued or outstanding. Except as contemplated herebyprovided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the Company. (b) Except for the Plan, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. Section 2.2(b) of the Disclosure Schedule sets forth for outstanding -------------- Company Options, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. As of the Closing Date, an aggregate of eight hundred seventy thousand five hundred thirteen (870,513) shares of Company Common Stock are issuable upon the exercise of outstanding Company Options. Except for the Company Options, there are no voting trustsoptions, proxieswarrants, calls, rights, commitments or other agreements of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which bound obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as provided in Section 2.2(a) of the Disclosure Schedule, there are no voting -------------- trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Merger, all Company capital stock (and all rights to receive Company capital stock, including Company Common Stock) will be extinguished and Parent will be the sole record and beneficial holder of all issued and outstanding capital stock of the Surviving Company and all rights to acquire from the member or receive any shares of the Company GroupSurviving Company's capital stock. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 55,000,000 shares of Common Stock, $0.001 par value per share (“Company SharesCommon Stock”), of which 20,406,363 Company Shares 30,000,008 shares are issued and outstanding and 17,500,000 shares of Preferred Stock, $0.001 par value per share (“Company Preferred Stock” and together with Company Common Stock, “Company Capital Stock”), all of which are designated as “Series 1 Convertible Preferred Stock,” of August 31, 2009. No Company Shares are dormant shares and no which 16,877,834 shares are issued and outstanding. The Company does not have any other shares of preferred stock or any other shares of capital stock authorized, issued or outstanding. The Company Capital Stock is held of record and to the Company’s knowledge, beneficially by the Persons in treasury the amounts and represented by any member of the Company Groupcertificates set forth on Schedule 3.4(a). All outstanding shares of Company SharesCapital Stock have been duly authorized and validly issued and are fully paid, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter Documents Company’s certificate of the Companyincorporation, by-laws or any agreement or document to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and Company Options have been offered, sold, issued (i) and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in ContractsLaws. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock, except as set forth in the Company’s Certificate of Incorporation. Except as contemplated herebyset forth above, there are as of the date of this Agreement no voting trustsshares of Company Capital Stock, proxiesother equity securities, partnership interests or similar ownership interests or other agreements or understandings with respect to the voting of shares securities of the Company to which or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. There are no bonds, debentures, notes or other indebtedness of the Company is a party having the right to vote (or by which it is boundconvertible into, or exchangeable for, securities having the right to vote) on any matters on which Stockholders of which the Company may vote. Except as set forth on Schedule 3.4(a), the Company has knowledge. To not since December 15, 2009, repurchased, redeemed or otherwise acquired or caused the Company’s knowledgerepurchase, there are no agreements relating to the registration, sale redemption or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) acquisition of any capital stock shares of Company Capital Stock or other securities of the Company, and there are no Person has amounts owed or which may be owed to any right to cause person by the Company to effect the registration under as a result of any repurchase, redemption or acquisition of any shares of Company Capital Stock or other [***] Certain information in this agreement has been omitted and filed separately with the Securities Act of any and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as provided in the Allocation Certificate by any current or former stockholder, option holder or warrant holder of the Company, or any other than under the Registration Rights AgreementPerson. (bi) Except for the Company’s 2005 Incentive Plan (the “Company Incentive Plan”) and the Company’s Executive Change of Control Incentive Plan, effective as of November 19, 2008 and the Company’s Second Executive Change of Control Incentive Plan effective as of August 13, 2009, as amended on October 2010 (together, the “Company Change of Control Plans” and, together with the Company Incentive Plan, the “Company Plans”) the Company does not sponsor or maintain any option plan or any other similar plan or arrangement providing for equity compensation to any Person. The Purchased Securities Company Plans have been duly authorized andauthorized, when issuedapproved and adopted by the Company’s Board of Directors and the Stockholders and are in full force and effect. The Company has reserved for issuance to Employees of and directors, delivered consultants and paid for in the manner set forth in this Agreement or, with respect advisors to the Warrant SharesCompany 6,900,000 shares of Company Common Stock under the Company Incentive Plan, of which options to purchase 239,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”) and of which 985,000 shares of restricted Company Common Stock (“Company Restricted Stock”) and 3,375,000 shares of unrestricted Company Common Stock (“Company Unrestricted Stock”) have been granted and are outstanding pursuant to the Company Incentive Plan, provided that no certificates have been issued by the Company for the Company Restricted Stock and the Company Unrestricted Stock. All outstanding Company Options, Company Restricted Stock and Company Unrestricted Stock have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the manner set terms and conditions of the Company Incentive Plan. Schedule 3.4(a)(i) sets forth in the Warrantsfor each outstanding Company Option, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in holder of such option, an indication of whether such holder is an Employee of the Company’s share register. On , the Pre-Closing Date date of grant or issuance of such option, the Company shall have reserved from its duly authorized share capital the maximum number of shares of Company Shares required for Common Stock subject to such option, the issuance exercise price of such option, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain eventsCode. (cii) The SEC Documents detail Company has no outstanding warrants for the number purchase of Company Shares reserved Capital Stock. (iii) Except for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding Restricted Stock and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC DocumentsUnrestricted Stock, there are no (i) securities Company Stock Rights or agreements of any member of character, written or oral, obligating the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now any Company Capital Stock or in the future, any capital stock, voting securities equity or securities convertible into or exchangeable for capital stock or voting securities of any member other ownership interest of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsCompany Stock Right. There are no outstanding or authorized stock appreciation, warrantsphantom stock, callsprofit participation, rights, convertible securities or other similar rights with respect to acquire from the member Company. (b) Except for the Seventh Amended and Restated Investors Rights Agreement dated as of December 17, 2009 between the Company and the Investors (as defined therein), the [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Seventh Amended and Restated Voting Agreement dated as of December 17, 2009 between the Company and the Stockholders (as defined therein) and the Seventh Amended and Restated Right of First Offer and Co-Sale Agreement dated as of December 17, 2009 between the Company and the Investors (as defined therein) (collectively, the “Investor Agreements”) there are no (i) voting trusts, proxies, or other agreements with respect to the voting stock of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of to which the Company Group (i) granting is a party, by which the holder thereof the right to vote on any matters on which shareholders may vote (or which Company is convertible intobound, or exchangeable forof which the Company has knowledge, securities having such right) or (ii) agreements or understandings to which the value Company is a party, by which the Company is bound, or of which is in the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any way based upon or derived from capital or voting share capital shares of Company Capital Stock. The execution and delivery of this Agreement and the consummation of the Company, are issued transactions contemplated hereby and thereby does not implicate any rights or outstanding as obligations under the Investor Agreements that have not been complied with or waived. The holders of the date hereof. (f) No member shares of the Company Group has agreed, is obligated to makeCapital Stock and Company Stock Rights have been or will be properly given, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution toshall have properly waived, any Personrequired notice prior to the transactions contemplated therein.

Company Capital Structure. (a) The registered share Immediately prior to the Effective Time, ------------------------- the authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 1,250,000 shares of Common Stock, $0.01 par value. There are 959,500 shares of the Company Shares, of which 20,406,363 Company Shares are Common Stock issued and outstanding held by the persons, and in the amounts, set forth on Exhibit G. At the time of the Closing, such list shall have been appropriately adjusted to reflect option exercises and stock repurchases since the date hereof. No shares of any holder were subject to repurchase upon termination of employment as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company GroupEffective Time. All outstanding shares of Company Shares, when issued, were Common Stock are duly authorized, validly issued, fully paid and non-non- assessable and are not subject to preemptive rights created by statute, the Charter Documents Articles of Organization or Bylaws of the Company, Company or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound. The Company has reserved 50,000 shares of Common Stock for issuance to employees and consultants pursuant to the Company Stock Option Plan, or of which zero (0) shares have been exercised, and 20,000 shares are subject to outstanding, unexercised options (the Company has knowledge"Options"). To The holders of the Company’s knowledgeOptions are listed on Exhibit G hereto. Except as set forth in the Disclosure Schedule, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities commitments or other rights agreements of any character to acquire from the member of which the Company Group, and no obligation of the member of is a party or by which it is bound obligating the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or other rights to acquire from the member of the Company Groupagreement. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share As of the Agreement Date, the authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 9,500,000 shares of Company SharesCommon Stock, of which 20,406,363 Company Shares (i) 8,000,000 shares of which are designated Class A Common Stock and 6,408,159 of which are issued and outstanding, and (ii) 1,500,000 shares of which are designated Class B Common Stock, none of which are issued and outstanding. Other than as set forth on Section 3.2(a) of the Disclosure Schedule, there are no other issued and outstanding shares of Company Common Stock and no commitments or Contracts to issue any shares of Company Common Stock other than pursuant to the exercise of Company Options under the Company Equity Plan that are outstanding as of August 31the Agreement Date and set forth on Section 3.2(a) of the Disclosure Schedule. The Company does not have any shares of preferred stock authorized or outstanding. The Company holds no treasury shares. Section 3.2(a) of the Disclosure Schedule sets forth, 2009. No as of the Agreement Date, a correct and complete list of the holders of issued and outstanding and authorized shares of Company Shares are dormant shares Common Stock and no shares are held in treasury by any member each other Equity Interest of the Company Groupand each of its Subsidiaries with the number and type of such shares or other Equity Interests so owned by each such holder. All issued and outstanding shares of Company Shares, when issued, were Common Stock or other Equity Interests of the Company and each of its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are not subject free of any Liens (other than any Permitted Liens pursuant to the Existing Credit Agreement), outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents of the Company, or any agreement Contract to which the Company or any of its Subsidiaries is or was a party or by which it is the Company or was otherwise any of its Subsidiaries or any of their respective assets are bound. All issued and outstanding shares of Company Shares Common Stock and all Company Options have been were issued (i) in compliance with Law and all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to the Charter Documents and any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company applicable Contracts to which the Company is a party or by which it the Company or any of its assets is bound, or . None of which the Company nor any of its Subsidiaries has knowledgeever declared or paid any dividends on any shares of Company Common Stock or other Equity Interests. To the Company’s knowledge, there are There is no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, Liability for dividends accrued and no Person has any right to cause unpaid by the Company or any of its Subsidiaries. The Company is not under any obligation to effect the registration register under the Securities Act or any other Law any shares of Company Common Stock, any Company Securities or any other securities or Equity Interests of the CompanyAcquired Companies, whether currently outstanding or that may subsequently be issued. No shares of Company Common Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or other than under condition, in each case, that would constitute a “substantial risk of forfeiture” within the Registration Rights Agreementmeaning of Section 83 of the Code, except for the shares of Company Common Stock set forth on Section 3.2(a)-1 of the Disclosure Schedule (such shares set forth, or required to be set forth, on Section 3.2(a)-1 of the Disclosure Schedule, the “Restricted Shares”). Each Contract pursuant to which any Restricted Shares are subject to vesting or a right of repurchase or other condition, in each case, that would constitute a substantial risk of forfeiture is set forth on Section 3.2(a)-2 of the Disclosure Schedule. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name As of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company OptionsAgreement Date, the Company Shares has reserved 774,722 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Equity Plan, of which 584,606 shares are subject to outstanding and unexercised Company Options Options, and the Company Shares 190,116 shares remain available for issuance thereunder. Section 3.2(b)-1 of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of all Company Optionholders, and each Company Option, whether or not granted under the Company Equity Plan, including the number of shares of Company Common Stock subject to each Company Option, the number of shares that are vested or unvested, the “date of grant” of such Company Option (as defined under Treasury Regulation 1.409A-1(b)(5)(vi)(B)), the vesting commencement date and vesting schedule (and any terms that would accelerate the vesting schedule), the exercise price per share, whether such option is subject to Section 409A of the Code, and the plan from which such Company Option was granted (if any). All Company Options have an exercise price that was equal to or greater than the fair market value of the Company’s Common Stock on the date of the Company Option. (c) With respect to the Company Options, (i) each grant of an option was duly authorized no later than the date on which the grant of such option was by its terms to be effective by all necessary corporate action; (ii) each award of Company Options has been made using one of the Company’s standard form award agreements under the Company Equity Plan, a correct and complete copy of each such form has been made available to Buyer; (iii) no Company Options differ in any material respect from such form agreements (other than vesting acceleration provisions, vesting schedules, post-termination exercise periods, and restrictive covenants); and (iv) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement any such award agreement in any case from the form made available to Buyer. No Company Options are “early exercisable” as of the Agreement Date. The treatment of Company Options under Section 2.1 hereof is permitted under the Company Equity Plan and the underlying individual agreements for such equity awards. The Company has no outstanding commitments to grant Company Options or other awards. No Company Options are incentive stock options as defined in Section 422 of the Code. (d) As of the Agreement Date, there are no authorized, issued or outstanding Company Securities other than shares of Company Common Stock and Company Options. Other than as set forth in Sections on Section 3.2(a), Section 3.2(b)-1 and Section 3.2(d) and 3.2(c) and of the transactions contemplated Disclosure Schedule, as of the Agreement Date, no Person holds any Company Securities or other Equity Interests, stock appreciation rights, stock units, share schemes, calls or rights, or is party to any Contract of any character to which the Company or any of its Subsidiaries or a Company Security Holder is a party or by this Agreement and the Related Agreements and in the SEC Documentswhich it or its assets is bound, there are no obligating (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares any of capital stock its Subsidiaries or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, Security Holder to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now any Company Securities or in the futureother rights to purchase or otherwise acquire any Company Securities, any capital stock, voting securities whether vested or securities convertible into unvested; or exchangeable for capital stock or voting securities of any member of (ii) the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security any of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company its Subsidiaries to grant, extend, accelerate the vesting or repurchase rights of, change the price of, or otherwise amend the terms of, or enter into any such optionsCompany Option, warrantscall, calls, rights, convertible securities right or other rights to acquire from the member of the Company GroupContract. (e) There are is no bonds, debentures, notes or other indebtedness of any member Indebtedness of the Company Group or any of its Subsidiaries (i) granting the a holder thereof the right to vote on any matters on which shareholders any Company Security Holder may vote (or which that is convertible into, or exchangeable for, securities having such right) ); or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the CompanyCompany or any of its Subsidiaries, are issued or outstanding as of the date hereofAgreement Date (collectively, “Company Voting Debt”). (f) No member Except as set forth on Section 3.2(f) of the Disclosure Schedule, there are no Contracts relating to voting, purchase, sale or transfer of any Company Common Stock or Equity Interests between or among the Company or any of its Subsidiaries, on one hand, and any equityholder of the Company Group or any of its Subsidiaries, on the other hand, other than the Charter Documents, the Stockholders Agreement, and written Contracts granting the Company the right to purchase unvested shares upon termination of employment or service (each of which has agreed, is obligated been disclosed to make, or is bound by any Contract under which it may become obligated the Buyer prior to make any future investment in, or capital contribution to, any Personthe date hereof).

Company Capital Structure. (a) The registered authorized capital stock of the Company consists of 7,000,000 shares of Company Common Stock, of which 768,810 shares are issued and outstanding, and 4,570,986 shares of Company Preferred Stock, all of which are issued and outstanding. The Company Preferred Stock is convertible on a one-share capital for one-share basis into Company Common Stock. As of the date hereof, the capitalization of the Company is NIS 30,000,000 divided into 30,000,000 as set forth in Section 2.2(a) of the Disclosure Schedule. The Company SharesCapital Stock is held by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule which further sets forth for each such person the number of shares held, class and/or series of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant such shares and no shares are held in treasury by any member the number of the Company Groupapplicable stock certificates representing such shares. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding shares of Company Shares Capital Stock, Company Options and Company Options Warrants have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws and other applicable Legal Requirementslaws, and were issued, transferred and repurchased (iiin the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance accordance with all applicable requirements set forth in Contractsany right of first refusal or similar right or limitation known to the Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. Other than as set forth in this Section 2.2(a) and in Section 2.2(a) of the Disclosure Schedule, the Company has no capital stock authorized, issued or outstanding. (b) Section 2.2(b) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock, the name of the holder of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date, whether the vesting of such Company Unvested Common Stock is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events and whether, to the Knowledge of the Company, the holder has made a timely election with the Internal Revenue Service under Section 83(b) of the Code with respect to such Company Unvested Common Stock. (c) Except for the Plan, neither the Company nor any of its Subsidiaries has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any person. The Company has reserved 1,033,434 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company and its Subsidiaries upon the issuance of stock or the exercise of options granted under the Plan, of which (i) 539,750 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) 245,000 shares have been issued upon the exercise of options or purchase of restricted stock granted under the Plan and remain outstanding as of the date hereof and (iii) 248,684 shares remain available for future grant. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option and Company Warrant, the name of the holder of such option or warrant, the type of entity of such holder, and any ultimate parent entity of such holder, if not an individual, the domicile address of such holder, the number of shares of Company Capital Stock issuable upon the exercise of such option or warrant, the exercise price of such option or warrant, the date of grant of such option or warrant, the vesting schedule for such option or warrant, including the extent vested to date and whether the vesting of such option or warrant is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events, and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code and whether such option is subject to Section 409A of the Code. The Plan has been duly authorized by all necessary corporate action on the part of the Company, including without limitation the approval of its directors and stockholders. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Parent, other than the Option Amendment Agreements contemplated herein. (d) As of the date hereof, no shares of Company Common Stock are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Except for the Company Options and Company Warrants, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company or any of its Subsidiaries. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares stock of the Company or any of its Subsidiaries. There are no agreements to which the Company or any of its Subsidiaries is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock Company Capital Stock. As a result of the CompanyMerger, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, Parent will be validly issued, fully paid, nonassessable, free the sole record and clear beneficial holder of all Liens issued and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the outstanding Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares Capital Stock and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other all rights to acquire from the member or receive any shares of the Company GroupCapital Stock, and no obligation whether or not such shares of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company GroupCapital Stock are outstanding. (e) There are no bonds, debentures, notes or other indebtedness of any member of The information contained in the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding Spreadsheet shall be complete and correct as of the date hereofClosing Date. (f) No member Except as set forth on Section 2.2(f) of the Company Group Disclosure Schedule, each Stockholder is an “accredited investor,” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Each Stockholder that is not an “accredited investor” has agreed, knowledge and experience in financial or business matters such that he or she is obligated capable of evaluating the merits and risks of the investment in the shares of Parent Common Stock to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Personbe made hereunder.

Company Capital Structure. (a) The registered share capital authorized and issued equity securities of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member consist solely of the Company GroupUnits set forth on Schedule 2.6(a). All outstanding Company SharesExcept for the Series 1 New Common Units, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents none of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options securities have been issued (i) or are outstanding, the Company does not have any other equity or ownership interests of any kind, authorized, designated, issued or outstanding. The Company Units are held of record and beneficially owned by the Persons with the addresses and in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements the amounts set forth in Contractson Schedule 2.6(a). There are no declared or accrued but unpaid dividends with respect When delivered, the Allocation Statement will be, subject to any Company Shares. Except as contemplated herebyadjustment under Section 1.11, there are no voting trustsa true, proxies, or other agreements or understandings with respect to the voting of shares accurate and complete schedule of the Company consideration to which be received, both individually and in the Company is a party or aggregate, by which it is boundthe Participating Holders pursuant to this Agreement, or of which the Company has knowledge. To the Company’s knowledgeOrganizational Documents, there are no the Option/Phantom Unit Plan and any applicable award agreements relating to and the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights AgreementOption/Phantom Termination Agreements. (b) The Purchased Securities have been duly authorized andExcept for the Option/Phantom Unit Plan, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rightshas never adopted, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue sponsored or maintained any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price plan or any other term of plan or agreement providing for equity compensation to any Person, including any profits interest plan. Except as set forth on Schedule 2.6(b), there are no outstanding security. The Security Rights for or related to any Company Security, whether or not currently exercisable, and, except as set forth on Schedule 2.6(b), the Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, commitment to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now any Company Security or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iiiii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms ofor enter into any Security Right for or related to any Company Security. Except as set forth on Schedule 2.6(b), any such optionsthere are no outstanding or authorized interest or unit appreciation, warrantsphantom interest, calls, rights, convertible securities profit participation or other similar rights with respect to acquire from the member Company. (c) Except as set forth on Schedule 2.6(c), there are no (i) voting trusts, proxies or other agreements or understandings with respect to any Company Securities to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company or any Participating Holder is a party, by which the Company is bound, or of which the Company has knowledge relating to the voting, registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Securities pursuant to which the Company has any current or ongoing obligations to any third party. (d) All outstanding Company Securities have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any Person. All outstanding Company GroupSecurities, Securities Rights and Phantom Units have been issued in compliance with all applicable Laws, including the Securities Act, rules promulgated by the SEC under the Securities Act, and all state “blue sky” laws and regulations. (e) There are At the Effective Time, no bondsMember who is not a Qualified Member, debenturesand no Phantom Unit Holder who is not a Qualified Phantom Unit Holder, notes or other indebtedness of will receive any member of Buyer Common Shares pursuant to the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereofTransactions. (f) At the Effective Time no Options will be issued or outstanding. (g) No member of the Company Group has agreed, is obligated to makeMember has, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution toas a result of this Agreement and the Transactions will have, any Persondissenter’s rights, appraisal rights or similar rights.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of five million (5,000,000) shares of Company SharesCommon Stock, of which 20,406,363 Company Shares three million, six thousand, three hundred (3,006,300) shares are issued and outstanding outstanding. (b) As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section2.2(b) of the Disclosure Schedule which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of August 31this Agreement and the transactions contemplated hereby, 2009. No Company Shares and, to the extent such shares are dormant not fully vested, the vesting schedule for such shares and no whether any of such shares are held in treasury by any member were eligible for an election under Section 83(b) of the Company GroupCode, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and have been issued in accordance with the Charter Documents. Except as set forth in Section 2.2(b) of the Disclosure Schedule, the outstanding shares of Company Capital Stock are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements Except as set forth in ContractsSection 2.2(b) of the Disclosure Schedule, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. Except as contemplated herebyset forth in Section 2.2(b) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (c) Except for the Plan or as set forth in Section 2.2(c) of the Disclosure Schedule, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company has reserved 700,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plan, of which (i) 372,000 shares are issuable upon the exercise of outstanding, unexercised options granted under the Plan, (ii) no shares have been issued in the form of restricted stock granted under the Plan and remain outstanding as of the date hereof, and (iii) no shares remain available for future grant. Section 2.2(c) of the Disclosure Schedule sets forth, as of the date hereof, for each outstanding Company Option, the name of the holder of such option or warrant, the domicile address of such holder (to the extent such address is contained in the stock records of the Company), the type and number of shares of Company Capital Stock issuable upon the exercise of such option, the exercise price of such option or warrant, the date of grant of such option or warrant and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided or made available to Parent, and such agreements and instruments have not been amended, modified or supplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Parent. (d) Except as set forth in Section 2.2(d) of the Disclosure Schedule, there are no voting trustsoptions, proxieswarrants, calls, rights, convertible securities, commitments or other agreements of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause is bound obligating the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. As a result of the Merger, upon the Effective Time, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire from the member or receive any shares of the Company GroupCapital Stock, whether or not such shares of Company Capital Stock are outstanding. (e) There Except as set forth in Section 2.2(e) of the Disclosure Schedule and except as contemplated hereby, there are no bonds(i) voting trusts, debenturesproxies, notes or other indebtedness of any member agreements or understandings with respect to the voting stock of the Company Group (i) granting to which the holder thereof Company is a party or of which the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or Company has Knowledge and (ii) the value of agreements to which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreedis a party relating to the registration, is obligated sale or transfer (including agreements relating to makerights of first refusal, co sale rights or is bound by “drag along” rights) of any Contract under which it may become obligated to make any future investment in, or capital contribution to, any PersonCompany Capital Stock.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 50,000 shares of Company SharesCommon Stock and 20,000 shares of Company Preferred Stock. As of the date hereof, (i) 22,060.998 shares of which 20,406,363 Company Shares Common Stock are issued and outstanding, (ii) 1,918 shares of Company Common Stock are held in the treasury of the Company, (iii) 4,644.940 shares of Company Preferred Stock are issued and outstanding; and (iv) 100 shares of Company Preferred Stock are held in the treasury of the Company. Section 3.03(a) of the Company Disclosure Schedule shows the number of Company options and warrants and the number of shares of Company Common Stock reserved for future issuance pursuant to stock options and warrants granted and outstanding as of August 31the date hereof and the Company Stock Option Plans, 2009which are the Company's only stock option plans. No Company Shares are dormant shares and no shares are held Except as set forth in treasury by any member Section 3.03(a) of the Company GroupDisclosure Schedule there are no unexercised Company Options or warrants exercisable to purchase Company Common Stock or Company Preferred Stock. All outstanding shares of Company SharesCommon Stock subject to issuance as specified above are duly authorized and, when upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, were fully paid and nonassessable. Except as set forth on Section 3.03(a) of the Company Disclosure Schedule, there are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any shares or other units of Company Common Stock or Company Preferred Stock. The shares of Company Common Stock and Company Preferred Stock issued and outstanding are duly authorized, validly issued, fully paid and non-assessable nonassessable and are have not subject to been issued in violation of any preemptive rights created by statuterights. In the event of the exercise of warrants and stock options and the conversion of shares of Company Preferred Stock in accordance with their terms, the Charter Documents Company shall update this representation and warranty, it being agreed that such events shall not affect the aggregate Merger Consideration. (b) Except as set forth in this Section 3.03 or as reserved for future grants of options and warrants under Company Stock Option Plans, there are no equity securities of any class of the CompanyCompany or any Company Subsidiary, or any agreement security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding or any phantom equity respecting the Company or any Company Subsidiary, and there are no options, warrants, equity securities, calls, puts by other parties, rights, commitments or agreements of any character to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company Subsidiary is a party or by which it such entity is boundbound (including under letters of intent, whether binding or of which nonbinding) obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, Subsidiary to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for additional shares of capital stock or voting securities of any member other equity interests of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings any Company Subsidiary or price per security of any member of obligating the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend the terms of, or enter into any such optionsoption, warrantswarrant, callsequity security, rightscall, convertible securities puts, right, commitment or other rights to acquire from the member agreement. Except as set forth on Section 3.03(b) of the Company Group. (e) There are no bondsDisclosure Schedule and the Voting Agreement, debenturesand except for the Voting Trust Agreement, notes or other indebtedness of any member dated June 15, 1998, among certain stockholders of the Company Group (i) granting and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital Knowledge of the Company, there are issued no voting trusts, proxies or outstanding as other voting agreements, limitations or understandings with respect to the shares of the date hereof. (f) No member capital stock or other equity interests of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any PersonCompany Subsidiary.

Company Capital Structure. (a) The registered share As of the date hereof, the authorized capital stock of the Company is NIS consists of 30,000,000 divided into 30,000,000 shares of Company SharesCommon Stock, par value $0.001 per share, 4,315,068 shares of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares the date of this Agreement and no shares are held owned of record by the holders and in treasury by any member the amounts set forth on Section 2.2(a)(1) of the Company GroupSchedule of Exceptions, and 21,000,000 shares of Company Series A Preferred Stock, par value $0.001 per share, all of which are designated Series A Preferred Stock, all of which are issued and outstanding as of the date of this Agreement and owned of record by the holders and in the amounts set forth on Section 2.2(a)(2) of the Company Schedule of Exceptions. All shares of Company Series A Preferred Stock are convertible into shares of Company Common Stock on a 1:1 basis. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Company Charter Documents of the CompanyDocuments, or any agreement Contract to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and Company Options have been issued (i) issued, in all material respects, in compliance with all applicable securities laws federal, state and other applicable Legal Requirements, and (ii) foreign Laws. The Company has not repurchased any shares of Company Capital Stock except in compliance in all material respects with all applicable requirements set forth in Contractsfederal, state, foreign and local Laws, including federal, state and foreign securities Laws, and any Contracts applicable thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. Other than as disclosed in the Schedules referred to in this Section 2.2(a), the Company has no capital stock authorized, issued or outstanding. Other than as disclosed in the Schedules referred to in this Section 2.2(a), no vesting provisions applicable to any shares of Company Options or to any other rights to purchase Company Capital Stock will accelerate as a result of the transactions contemplated by this Agreement. (b) Except for the Company’s 2017 Stock Incentive Plan (the “Plan”), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any Person. The Company has never granted any options to purchase Company Capital Stock or any other type of stock award other than pursuant to the Plan. The Company has reserved 2,054,794 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the Plan. Of such reserved shares of Company Common Stock, (i) 1,811,892 shares of which are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) no shares of which have been issued, as of the date hereof, upon the exercise of options granted under the Plan, and (iii) no shares have been issued, as of the date hereof, pursuant to restricted stock agreements under the Plan. For each outstanding Company Option or other stock award granted under the Plan or otherwise, Section 2.2(b) of the Company Schedule of Exceptions sets forth, as of the date of this Agreement, the name of the holder of such Company Option or stock award, the domicile address of such holder, the grant date, the vesting commencement date (if different from the grant date), the number and type of shares of Company Capital Stock issuable upon the exercise of such Company Option or stock award, the exercise price of such Company Option or the value at which such stock award was granted, the type of Company Option or stock award (including, in the case of options, whether an option is intended to qualify as an incentive stock option as defined in Section 422 of the Code), the vesting schedule for such Company Option or stock award, including the extent vested to date and to be vested as of the Effective Time (reflecting the passage of time and any acceleration of vesting for such option or stock award that would result upon the consummation of the transactions contemplated herebyby this Agreement and an explanation of any acceleration feature) and special acceleration of vesting, if any, as disclosed in Section 2.2(b) of the Company Schedule of Exceptions. All such Company Options and other stock awards have been issued in compliance in all material respects with all applicable federal, state and foreign Laws and all applicable Contracts. The form(s) of agreement pursuant to which such Company Options have been issued are attached to the Company Schedule of Exceptions as Section 2.2(b)(1). Section 2.2(b) of the Company Schedule of Exceptions also indicates which holders of Company Options have executed which form of agreement as to which of such securities. (c) Except for the Company Options and other stock awards identified in Section 2.2(b) of the Company Schedule of Exceptions and the conversion rights of the Company Series A Preferred Stock, there are no voting trustsoptions, proxieswarrants, calls, rights, resolutions, commitments or other agreements Contracts of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or Contract. No event has occurred, and no condition or circumstance exists, that would reasonably be expected to give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Capital Stock or other securities of the Company. There are no outstanding or authorized stock appreciation, stock unit, phantom stock, profit participation or other similar rights with respect to the Company. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding shares of Company Capital Stock and all rights to acquire from or receive any shares of Company Capital Stock. As of the member Effective Time, no former holder of a Company Option will have any rights with respect to such Company Option other than as contemplated by Section 1.6(b) hereof. Except for that certain Voting Agreement listed on Schedule 6.2(f) of the Company Group. (e) There are no bondsSchedule of Exceptions, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible intonot a party to, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding and as of the date hereof. (f) No member , there are no other voting trusts, proxies, or other Contracts or understandings with respect to the voting stock of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any PersonCompany.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of 11,790,000 shares of Common Stock, of which 20,406,363 Company Shares 4,812,100 shares have been designated Class A Common Stock, of which 3,746,210 shares are issued and outstanding as of August 31the date hereof, 2009. No Company Shares are dormant and 6,977,900 shares and no have been designated Class B Non-Voting Common Stock, of which 1,011,568 shares are held in treasury by any member issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company Groupis as set forth in Section 2.2(a)(i) of the Disclosure Schedule. The Company Common Stock is held by the persons with the addresses on record with the Company and in the numbers of shares set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Shares, when issued, were Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding , and together with all Company Shares and Company Options Options, have been issued (i) in compliance in all material respects with all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements Laws. Except as set forth in ContractsSection 2.2(a)(ii) of the Disclosure Schedule, the Company has not suffered or incurred any material liability (contingent or otherwise) or claim relating to or arising out of the issuance or repurchase of any Company Common Stock or options or warrants to purchase Company Common Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There As of the date hereof, there are no declared or accrued but and unpaid dividends with respect to any shares of Company SharesCommon Stock. The Company has no capital stock other than the Company Common Stock authorized, issued or outstanding. Except as contemplated herebyset forth in Section 2.2(a)(iii) of the Disclosure Schedule, the Company has no Company Common Stock that is unvested. (b) Except for the Plans or as set forth in Section 2.2(b)(i) of the Disclosure Schedule, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement, other than restricted stock and option agreements thereunder, providing for equity compensation to any person. The Company has reserved 3,500,000 shares of Company Common Stock under the 2000 Plan and 146,750 shares under the 1996 Plan for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plans or any other plan, agreement or arrangement (whether written or oral, formal or informal), of which 2,539,000 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options. Except for the Company Options set forth in Section 2.2(b)(ii) of the Disclosure Schedule (such schedule to contain, for each holder of Company Options, the name and address on record with the Company of such holder, the number of shares of Company Common Stock issuable upon exercise of such Company Options held by such holder, the vesting schedule and exercise price of such Company Options, the dates on which such Company Options were granted and will expire, and whether any Company Options are intended to be incentive stock options under the Code) or otherwise set forth in said Section 2.2(b)(ii) of the Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Common Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as set forth in Section 2.2(b)(iii) of the Disclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares securities of the Company Company. Except as set forth in Section 2.2(b)(iv) of the Disclosure Schedule, there are no agreements to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights AgreementCommon Stock. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of (i) 6,590,000 shares of Company SharesCommon Stock, of which 20,406,363 Company Shares which: 2,943,806 shares are issued and outstanding as of August 31the date of this Agreement and (ii) 1,590,000 shares of Company Preferred Stock, 2009of which 1,584,855 shares are issued and outstanding as of the date of this Agreement. No Company Shares are dormant shares and Except as set forth in Section 3.5(a) of the Disclosure Schedule, no shares of Company Capital Stock are issued and held in treasury by any member as Treasury Stock. (b) As of the date of this Agreement, the Company GroupCapital Stock is held by the Persons and in the amounts set forth in Section 3.5(b) of the Disclosure Schedule which further sets forth for each such Person (i) such Person’s name and the number, class, and series of all shares held by such Person, (ii) the number of the applicable book-entry positions or certificates, as applicable, representing such shares, and (iii) whether such Person is or has ever been an Employee. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to any Liens (other than a Permitted Lien), outstanding subscriptions, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement Contract to which the Company is or was a party or by which it or any of its assets is or was otherwise bound. None of the outstanding shares of Company Capital Stock are, or have ever been, Company Restricted Stock. All outstanding shares of Company Shares Capital Stock and other Company Options Securities ever issued by the Company have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any Stockholder) in material compliance with all Laws and all applicable securities laws and other applicable Legal RequirementsContracts, and were issued, transferred and repurchased (iiin the case of shares that were outstanding and repurchased by the Company or any Stockholder) in compliance accordance with all applicable requirements any right of first refusal or similar right or limitation. Except as set forth in Contracts. There on Section 3.5(b) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock and the Company has never declared or paid any dividend or other distribution. Other than the Company Capital Stock set forth in Section 3.5(b) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (c) Except as set forth on Section 3.5(c) of the Disclosure Schedule and for the Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or Contract providing for equity-related compensation to any Person (whether payable in shares, cash or otherwise). Each of the Plans been duly authorized, approved and adopted by the Company’s Board of Directors and the Stockholders and is in full force and effect. The Company has reserved 2,400,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plans, of which 1,632,559 shares are issuable, as of the date of this Agreement, upon the exercise of outstanding, unexercised options granted under the Plan, 343,806 shares have been issued upon the exercise of options or purchase of restricted stock granted under the Plan and remain outstanding as of the date of this Agreement and 423,635 shares remain available for future grants. (d) Section 3.5(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, for each outstanding Company Option, the (1) name of the Optionholder thereof, (2) whether such Optionholder is an Employee, (3) the grant date and expiration date thereof, (4) whether such Company Option was granted pursuant to a Plan, (5) the vesting schedule (including all acceleration provisions) applicable to such Company Option and the extent to which such Company Option is vested to date and whether such vesting is subject to acceleration as a result of the transactions contemplated herebyby this Agreement or any other events, (6) the exercise price per share and the number, class and series of shares of Company Common Stock underlying such Company Option to date, and (7) whether such Company Option is a nonstatutory option or an incentive stock option as defined in Section 422 of the Code, and whether such Company Option is subject to Section 409A of the Code. The terms of the Plans and the applicable agreements for each Company Option permit the treatment of Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the Stockholders or otherwise and without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of all forms of agreement relating to or issued under the Plans and all agreements that materially deviate from such forms have been Made Available and such agreements have not been amended, modified or supplemented, and there are no voting trustsContracts to amend, proxiesmodify or supplement such Contracts from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of restricted stock under the Plan or any other Contract relating to such Company Options. All holders of Company Options are current employees or non-employee directors of the Company. (e) Section 3.5(e) of the Disclosure Schedule sets forth, as of the date of this Agreement, with respect to each Company Note, (1) the name of the holder of the Company Note, (2) the grant date and expiration date thereof, (3) the principal and accrued interest outstanding under the Company Note, and (4) a summary of the effect on the applicable Company Note as a result of the entry into this Agreement and consummation of the transactions contemplated hereby. The terms of the applicable Contracts for the Company Notes permit the termination of the Company Notes as provided in this Agreement, without the consent or other agreements approval of the holders of the Company Notes (as applicable), the Stockholders or understandings otherwise. True and complete copies of all Contracts relating to or issued under or with respect to the voting of Company Notes have been Made Available and such Contracts have not been amended, modified or supplemented and there are no Contracts to amend, modify or supplement such Contracts from the forms thereof Made Available. (f) Except for the shares of Company Capital Stock, the Company Options, Company Phantom Stock Units and the Company Notes set forth on Sections 3.5(b), 3.5(c), 3.5(e) and Section 3.5(e) of the Disclosure Schedule, as of the date of this Agreement there are no, and the Company has no unfilled Contracts, promises or commitments (whether or not binding) to issue or grant any Company Securities or enter into any Contract of any character, written or oral, to issue or grant any Company Securities to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause is bound obligating the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any Company Securities. Except as set forth on Section 3.5(e) of the terms ofDisclosure Schedule, there are no outstanding or authorized, and the Company has no unfilled promises or commitments (whether or not binding) to issue, grant, or enter into any, stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company (whether payable in Company Securities, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other Contracts with respect to the voting stock of the Company, and there are no Contracts to which the Company is a party relating to the registration, sale or transfer (including Contracts relating to rights of first refusal, right of first offer, co-sale rights or “drag-along” rights) of any Company Capital Stock. As a result of the Mergers, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all Company Securities. (g) Section 3.5(g) of the Disclosure Schedule sets forth, as of the date of this Agreement, all Indebtedness of the Company, including (i) the amount of such Indebtedness, (ii) a breakdown of the components of such Indebtedness, including any prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if any or all of such Indebtedness were prepaid, extinguished, unwound and settled in full prior to maturity and (iii) any assets securing such Indebtedness. Other than as set forth on Section 3.5(g) of the Disclosure Schedule, the Company has no outstanding Indebtedness. The Company has Made Available a true, correct and complete copy of each Contract or other instrument evidencing Indebtedness of the Company. With respect to each such item of Indebtedness, the Company is not in default and no payments are past due. There are no outstanding loans or Indebtedness involving, on the one hand, the Company and on the other hand, any such optionsof the Securityholders. After giving effect to the Closing and the payment of all Closing Indebtedness set forth in Payoff Letters delivered to Parent prior to the Closing, warrantsthe Company will have no Indebtedness, calls, rights, convertible securities or other rights to acquire from the member and each holder of any Indebtedness of the Company Groupwill have no rights in respect of such Indebtedness. (eh) There are The Company has no outstanding PPP Indebtedness. The Company has Made Available complete and correct copies of the Company’s applications for PPP Indebtedness, applications for forgiveness of any PPP Indebtedness and all information submitted to the lender of any PPP Indebtedness in support thereof, a copy of the final approval of the forgiveness of any PPP Indebtedness (if applicable) and all other definitive documents, applications and supporting materials provided to the lender or any Governmental Entity in connection with the application or receipt of the PPP Loans, including any amendments and corrections thereto. The Company at all applicable times met the eligibility requirements for application and receipt of any PPP Indebtedness and at all applicable times has been in compliance with the CARES Act with respect to any PPP Indebtedness. All material representations and certifications made by the Company to the PPP Lender or any Governmental Entity in connection with the PPP Loans were accurate, true and correct in all material respects when made. The Company has complied in all material respects with the terms and conditions of the PPP and, without limiting the foregoing, the Company and its subsidiaries utilized the proceeds of the PPP Loans solely for permitted purposes under the PPP. (i) Other than the Company Notes, there is not issued or outstanding any bonds, debentures, notes or other indebtedness of any member Indebtedness of the Company Group (i) granting the holder thereof having the right to vote on any matters on which shareholders Stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) ), or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the Company. (j) The allocation of the Merger Consideration set forth in Article I is consistent with, and does not violate any of the Charter Documents, the Plan, or any Contract applicable to any Company Securities or Indebtedness of the Company, are issued or outstanding as amended immediately prior to the Effective Time. (k) To the Knowledge of the Company, as of the date hereof. (f) No member of this Agreement, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in any Liability of the Company Group has agreedto any current, is obligated former or alleged holder of Company Securities in such Person’s capacity (or alleged capacity) as a holder of such securities, whether related to make, the Mergers or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Personotherwise.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists solely of (i) 1,500,000 shares of authorized Company SharesCommon Stock, of which 20,406,363 880,000 shares are outstanding on the date hereof and (ii) 222,000 shares of Company Shares Preferred Stock, of which 221,910 shares are issued and outstanding. No other shares have been authorized or designated as a series or are issued and outstanding as of August 31the date hereof. On the date hereof, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company GroupCommon Stock and the Company Preferred Stock is held of record and beneficially by the persons, with the addresses of record and in the amounts with the corresponding certificate numbers set forth on Schedule 2.2(a). All Except as set forth on Schedule 2.2(a), all outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or Bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is boundbound or otherwise. None of the shares of Company Capital Stock is subject to any right of repurchase by the Company. (b) Except as set forth on Schedule 2.2(b) and except as otherwise permitted by the terms of this Agreement, on the date hereof there are not outstanding, and on the Closing Date there will not be outstanding, (i) any options, warrants or of which other rights to purchase from the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any or other securities of the Company, other than under the Registration Rights Agreement. (bii) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of such capital stock or voting securities or (iii) any other commitments or rights of such member of any kind for the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member issue additional shares of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities options, warrants or securities convertible into or exchangeable for capital stock or voting securities other securities. Such schedule sets forth a correct and complete list of any member each of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding foregoing as of the date hereof. (f) No member , including the record and beneficial holder thereof, a description of the nature of such security, the amount of securities held, the exercise, conversion or exchange rights relating thereto, including a schedule of vesting, and the type and amount of securities into which such securities are exercisable, convertible or exchangeable. No Company Group has agreedOption will accelerate solely as a consequence of the Company's entering into this Agreement, is obligated to make, the Merger or is bound the other transactions contemplated by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Personthis Agreement.

Company Capital Structure. (a) The registered share Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of (1) 15,000,000 shares of Company Sharescommon stock, $0.00001 par value per share (the “Company Common Stock”) of which 20,406,363 Company Shares 5,758,942 are issued and outstanding as of August 31, 2009. No Company Shares are dormant (which such amounts include the shares and no shares are held in treasury by any member issuable upon the exercise of the Company GroupOptions on the Closing Date) and (2) 1,500,000 shares of Company founder FF preferred stock , $0.00001 par value per share (the “Founder Preferred Stock” and together with the Common Stock, the “Company Capital Stock”) 900,000 of which are issued and outstanding. The Company Capital Stock is held of record and to the Company’s knowledge, beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 2.4(a). All outstanding shares of Company SharesCapital Stock (i) have been duly authorized and validly issued and are fully paid, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter Documents Company’s certificate of the Companyincorporation, by-laws or any agreement or document to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and Company Options (ii) have been offered, sold, issued (i) and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in ContractsLaws. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. Since January 1, 2019, there have been no dividends or distributions with respect to any shares of Company Capital Stock or otherwise to any officer or director of the Company. Except as contemplated herebyset forth above, there are as of the date of this Agreement no voting trustsshares of Company Capital Stock, proxiesother equity securities, partnership interests or similar ownership interests or other agreements or understandings with respect to the voting of shares securities of the Company to which the Company is a party or by which it is boundany securities exchangeable or convertible into, other equity securities, partnership interests or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale similar ownership interests or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 2.4(a), there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Securityholders of the Company may vote. Except as set forth on Schedule 2.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any Company Capital Stock or other securities of the Company (other than under repurchases of stock from Employees and consultants at cost pursuant to the Registration Rights Agreementterms of the Company Option Plan, as defined below), and there are no amounts owed or which may be owed to any person by the Company as a result of any repurchase, redemption or acquisition of any Company Capital Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Purchase Price except as provided in the Securityholder Allocation Spreadsheet by any current or former Securityholder, option holder or warrant holder of the Company, or any other Person. (bi) Except for the Company’s 2014 Stock Plan (the “Company Option Plan”), the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Purchased Securities Company Option Plan has been duly authorized, approved and adopted by the Company’s board of directors and the Securityholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 4,578,000 shares of Company Capital Stock under the Company Option Plan, of which options to purchase 971,750 shares of Company Capital Stock have been duly authorized andgranted and are outstanding (each, when issueda “Company Option”). All outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and paid state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 2.4(a)(i) sets forth for in the manner set forth in this Agreement oreach outstanding Company Option, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company’s share register. On , the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number date of Company Shares required for the grant or issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rightssuch option, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of shares of Company Shares reserved for issuance under the Option Plans upon Capital Stock subject to such option, the exercise price of Company Optionssuch option, the Company Shares subject vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to outstanding what extent the exercisability of such option will be accelerated and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than become exercisable as set forth in Sections 3.2(a) and 3.2(c) and a result of the transactions contemplated by this Agreement Agreement, and whether such Company Option is or is not intended to be an incentive stock option as defined in Section 422 of the Related Agreements Code. (ii) The Company has no outstanding warrants (“Company Warrant”) for the purchase of any equity of the Company. (iii) Those securities of the Company which are convertible into Common Stock and in are outstanding as of the SEC Documents, Closing are listed on Schedule 2.4(a)(iii) (the “Company Convertible Securities”). (iv) Other than the Company Convertible Securities there are no (i) securities Company Stock Rights or agreements of any member of character, written or oral, obligating the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now any Company Capital Stock or in the future, any capital stock, voting securities equity or securities convertible into or exchangeable for capital stock or voting securities of any member other ownership interest of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any Company Stock Right. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or other similar rights with respect to the terms ofCompany. (b) Except for (1) the voting, any such optionsright of first refusal, warrants, calls, registration rights, convertible securities Securityholder or other similar agreements set forth in Schedule 2.4(b) (collectively, the “Investor Agreements”), (2) the Company Convertible Securities, and (3) rights to acquire from the member of first refusal over transfers of the Company Group. (e) There Capital Stock in favor of the Company, there are no bonds(i) voting trusts, debenturesproxies, notes or other indebtedness of any member agreements or understandings with respect to the voting stock of the Company Group (i) granting to which the holder thereof Company is a party, by which the right to vote on any matters on which shareholders may vote (or which Company is convertible intobound, or exchangeable forof which the Company has knowledge, securities having such right) or (ii) agreements or understandings to which the value Company is a party, by which the Company is bound, or of which is in the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any way based upon or derived from capital or voting share capital Company Capital Stock. The execution and delivery of this Agreement and the consummation of the Company, are issued transactions contemplated hereby and thereby does not implicate any rights or outstanding as obligations under the Investor Agreements that have not been complied with or waived. The holders of the date hereof. (f) No member shares of the Company Group has agreed, is obligated to makeCapital Stock have been or will be properly given, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution toshall have properly waived, any Personrequired notice prior to the transactions contemplated therein.

Company Capital Structure. (a) The registered authorized capital stock of the Company consists of 65,554,830 shares of Common Stock, of which 19,709,888 shares are issued and outstanding, 14,226,092 shares of Series A Preferred Stock, of which 13,759,608 shares are issued and outstanding, and 24,900,000 shares of Series B Preferred Stock, of which 24,271,844 shares are issued and outstanding. Each share capital of Series A Preferred Stock and each share of Series B Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As of the date hereof, the capitalization of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held set forth in treasury by any member SECTION 2.2(a)(1) of the Disclosure Schedule. As of the date hereof, the Company GroupCapital Stock is held by the persons with the addresses and in the amounts set forth in SECTIONS 1.6(a)(iv) AND 1.6(a)(viii) of the Disclosure Schedule. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents certificate of incorporation or bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Shares Capital Stock and Company Options have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws and other applicable Legal Requirementslaws. The Company has not, and will not have, suffered or incurred any liability (iicontingent or otherwise) in compliance with all applicable requirements set forth in Contractsor claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or options to purchase Company Capital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. The Company has no other capital stock authorized or, as of the date hereof, issued or outstanding. SECTION 2.2(a)(2) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock as of the date hereof, the name of such holder of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested as of October 25, 2002 and EXECUTION COPY whether the vesting of such Company Unvested Common Stock will be accelerated by the transactions contemplated by this Agreement. No vesting provisions applicable to any shares of Company Unvested Common Stock, to Company Options, or to any other rights to purchase Company Common Stock will accelerate as a result of the Merger or as a result of any other events. (b) Except for the Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any person. The Company has reserved 21,304,471 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plans or any other plan, agreement or arrangement (whether written or oral, formal or informal), of which (i) 1,961,437 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Stock Plan, and (ii) 15,466,638 shares have been issued and remain outstanding, as of the date hereof, upon the exercise of options granted under the Stock Plan. SECTION 2.2(b) of the Disclosure Schedule sets forth for each outstanding Company Option as of the date hereof, the name of the holder of such option, the domicile address of such holder, the number of shares of Company Capital Stock issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested as of October 25, 2002 and whether the vesting of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. SECTION 2.2(b)(1) of the Disclosure Schedule sets forth the outstanding principal, accrued interest and applicable rate of interest of all outstanding Stockholder loans of the type described in SECTION 1.6(g) hereto. As of the date hereof, an aggregate of 1,975,271 shares of Company Common Stock are issuable upon the exercise of outstanding Company Options. Except as contemplated herebyfor warrants listed on SECTION 2.2(b)(2) and the Company Options, there are no voting trustsoptions, proxieswarrants, calls, rights, convertible securities, commitments or other agreements of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause is bound obligating the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. There are no agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or "drag-along" rights) of any Company Capital Stock. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire from or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (c) As of the member Effective Time, the allocation of the Total Consideration set forth in SCHEDULE 1.6(b) will be consistent with the certificate of incorporation of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness as of any member immediately prior to the Effective Time. The valuation of the Company Group shares of Parent Common Stock EXECUTION COPY subject to the Lock-up Provision (ias reflected in SCHEDULE 1.6(b)) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of has been approved by the Company's Board of Directors and, are issued or outstanding as of the date hereof. Effective Time, will have been approved by the holders of at least sixty-six and two-thirds percent (f66-2/3%) No member of the voting power of all Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any PersonPreferred in accordance with the Company's charter.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists solely of Ten Million (10,000,000) shares of authorized Company SharesCommon Stock, of which 20,406,363 Company Shares SIX MILLION ONE HUNDRED SIXTY THOUSAND (6,160,000) shares are outstanding on the date hereof. No other shares have been authorized or designated as a series or are issued and outstanding as of August 31the date hereof. On the date hereof, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company GroupCommon Stock is held of record and beneficially by the persons, with the addresses of record and in the amounts with the corresponding certificate numbers set forth on Schedule 2.2(a). All outstanding shares of Company Shares, when issued, were Common Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or Bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is boundbound or otherwise. None of the shares of Company Common Stock is subject to any right of repurchase by the Company, except as set forth in Schedule 2.2(a). (b) Except as set forth on Schedule 2.2(b) and except as otherwise permitted by the terms of this Agreement, on the date hereof there are not outstanding, and on the Closing Date there will not be outstanding (i) any options, warrants or of which other rights to purchase from the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any or other securities of the Company, other than under the Registration Rights Agreement. (bii) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of such capital stock or voting securities or (iii) any other commitments or rights of such member of any kind for the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member issue additional shares of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities options, warrants or securities convertible into or exchangeable for capital stock or voting securities other securities. Such schedule sets forth a correct and complete list of any member each of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding foregoing as of the date hereof. (f) No member , including the record and beneficial holder thereof, a description of the nature of such security, the amount of securities held, the exercise, conversion or exchange rights relating thereto, including a schedule of vesting, and the type and amount of securities into which such securities are exercisable, convertible or exchangeable. No Company Group has agreed, is obligated to make, Option shall accelerate solely as a consequence of the Merger or is bound the other transactions contemplated by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Personthis Agreement.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of 16,500,000 shares of Common Stock, of which 20,406,363 Company Shares 9,357,415 shares are issued and outstanding as outstanding, and 1,125,000 shares Company Series A Preferred Stock, of August 31which 1,125,000 shares are issued and outstanding. The Company Series A Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. The Company Capital Stock is held by the Persons and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held, 2009. No Company Shares are dormant class and/or series of such shares, the number of the applicable stock certificates representing such shares and no shares are held in treasury by any member the domicile addresses of the Company Grouprecord of such Persons. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. . (b) All outstanding shares of Company Shares Capital Stock and Company Options have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any shareholder of the Company) in compliance with all applicable securities laws and other applicable Legal Requirements, including federal and state securities laws, and were issued, transferred and repurchased (iiin the case of shares that were outstanding and repurchased by the Company or any shareholder of the Company) in compliance accordance with all applicable requirements set forth any right of first refusal or similar right or limitation Known to the Company, including those in Contractsthe Charter Documents. No Shareholder has exercised any right of redemption, if any, provided in the Articles of Incorporation with respect to shares of the Company Series A Preferred Stock, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of Company Capital Stock. Other than the Company to which Capital Stock set forth in Section 2.2(a) of the Company is a party or by which it is boundDisclosure Schedule, or of which the Company has knowledgeno other capital stock authorized, issued or outstanding. To There are no shares of Company Capital Stock that are not vested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) Except for the Plan, neither the Company nor any of its Subsidiaries has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity-related compensation to any person (whether payable in shares, cash or otherwise). The SEC Documents detail the number Company has reserved 5,706,048 shares of Company Shares reserved Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Option Plans Plan, of which (i) 4,798,023 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) 1,333,344 shares have been issued upon the exercise of options or purchase of restricted stock granted under the Plan and remain outstanding as of the date hereof and (iii) 107,378 shares remain available for future grant. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of record of such holder, whether such holder is an employee of the Company or not an employee, the number of shares of Company Capital Stock issuable upon the exercise of such option, the date of grant of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date, and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. The terms of the Plan and the applicable agreements for each Company Option permit the termination of Company Options in exchange for cash payments as provided in this Agreement, without the consent or approval of the holders of such securities, the Shareholders or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Plan have been Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of unvested Company Common Stock under the Plan or any other Contract relating to such Company Options, the Company Shares subject to outstanding and unexercised . All holders of Company Options and are current employees (or recently terminated employees), non-employee directors, consultants or independent contractors of the Company Shares available for issuance thereunderCompany. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no No bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof having the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the Company, are issued or outstanding as of the date hereof. (fe) No member As of the date hereof, no shares of Company Common Stock are issuable upon the exercise of outstanding Company Options that have not been granted under the Plan. Except for the Company Options, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company Group has agreedor obligating the Company to grant, is obligated to makeextend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or is bound by other similar rights with respect to the Company or any Contract under which it may become obligated to make any future investment inof its Subsidiaries (whether payable in shares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or capital contribution toother agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries, and there are no agreements to which the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (f) The allocation of the Total Closing Consideration, the Total CY12 Earnout Consideration and the Total CY13 Earnout Consideration set forth in Section 1.6(b) hereof is consistent with the articles of incorporation of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date. (h) There are no outstanding loans or indebtedness involving, on the one hand, the Company and, on the other hand, any Personof the Shareholders.

Company Capital Structure. (a) The registered share authorized capital stock of the Company consists of 60,000,000 shares of Company Common Stock and 16,329,898 shares of Company Preferred Stock of which (i) 4,000,000 shares are designated as Company Series A Preferred Stock, (ii) 5,699,092 shares are designated as Company Series B Preferred Stock and (iii) 6,630,806 shares are designated as Company Series C Preferred Stock. As of the date hereof, the issued and outstanding capitalization of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held set forth in treasury by any member Section 3.2(a) of the Disclosure Schedule and, other than as set forth in Section 3.2(a) of the Disclosure Schedule, the Company Grouphas no other capital stock issued or outstanding. The Company Capital Stock is held by the persons with the domicile addresses and in the amounts set forth in Section 3.2(a) of the Disclosure Schedule, the number of shares held, class and/or series of such shares of the stock certificates representing such shares. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement Contract to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company its Subsidiaries is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been duly authorized andvalidly issued or repurchased (in the case of shares that were outstanding and repurchased by the Company, when any of its Subsidiaries or any stockholder of the Company) in compliance in all material respects with all applicable federal, state, foreign, or local Laws, including federal and state securities Laws, and were issued, delivered transferred and paid for repurchased (in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free case of shares that were outstanding and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date repurchased by the Company shall have reserved from its duly authorized share capital the maximum number or any Company Stockholder) in accordance with any right of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rightsfirst refusal or similar right or limitation, preferences, privileges and restrictions set forth including those in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number Company does not have any issued and outstanding shares of Company Shares reserved for issuance under the Option Plans upon the exercise Restricted Stock and has never issued any shares of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunderRestricted Stock. (d) Other than Except for the Plan, neither the Company nor any Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan, arrangement or agreement providing for equity compensation to any person. The Company has reserved 4,116,414 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company the exercise of Company Options under the Plan, of which (i) 1,716,614 shares are issuable, as set of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, and (ii) 2,028,189 shares remain available for future grant. Section 3.2(d) of the Disclosure Schedule sets forth in Sections 3.2(a) for each outstanding Company Option and 3.2(c) Company Warrant, the name of the holder of such option or warrant, the type of entity of such holder the domicile address of such holder, the number of shares of Company Capital Stock issuable upon the exercise of such option or warrant, the exercise price of such option or warrant, the date of grant of such option or warrant, the vesting schedule for such option or warrant, including the extent vested to date and whether the vesting of such option or warrant is subject to acceleration as a result of the Merger or transactions contemplated by this Agreement or any other events, whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code, and whether such option is early exercisable. True and complete copies of all Contracts and instruments relating to or issued under the Related Agreements Plan have been provided to Parent, and such Contracts and instruments have not been amended, modified or supplemented, and there are no Contracts to amend, modify or supplement such Contracts or instruments from the forms thereof provided to Parent. All holders of Company Options are current employees of the Company. (e) There are no outstanding loans made by the Company to any Company Stockholder, holder of Company Options or holder of Company Warrants, except for those promissory notes to be forgiven as described in Section 6. (f) As of the SEC Documentsdate hereof, an aggregate of 268,379 shares of Company Series C Preferred Stock are issuable upon the exercise of outstanding Company Warrants. Except for the subordinated convertible notes held by the Subordinated Holders, the Company Options and Company Warrants listed on Section 3.2(d) or Section 3.2(f) of the Disclosure Schedule, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities securities, restricted stock units, performance shares, phantom stock, stock appreciation rights, profit participation or other rights similar commitments or Contracts of any character, written or oral, to acquire from the member of which the Company Group, and no obligation or any of the member of its Subsidiaries is a party or by which the Company Group, or any of its Subsidiaries is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as contemplated hereby, there are no voting trusts, proxies, or other Contracts or understandings with respect to the voting stock of the Company. There are no Contracts to which the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including Contracts relating to rights of first refusal, co sale rights or “drag-along” rights) of any Company Capital Stock. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire from or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (g) The allocation of the member Merger Consideration set forth in this Agreement is consistent with the obligations of the Company Groupto secured creditors and the Charter Documents, as amended, as of immediately prior to the Effective Time. (eh) There are no bonds, debentures, notes or other indebtedness of any member The information contained in the Spreadsheet will be complete and correct as of the Company Group Closing Date. (i) granting All recipients of Earn-Out Shares pursuant to this Agreement are “accredited investors” within the holder thereof meaning of Rule 501(a) of Regulation D promulgated under the right to vote on any matters on which shareholders may vote (or which is convertible intoSecurities Act of 1933, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereofamended. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of 15,000,000 shares of authorized Common Stock, of which 20,406,363 Company Shares 5,754,279 shares are issued and outstanding outstanding, and 5,000,000 shares of authorized Preferred Stock (the “Preferred Stock”) of which 875,000 shares have been designated as Series A Preferred Stock and 437,063 shares of August 31, 2009Series A Preferred Stock are issued and outstanding. No The Company Shares are dormant has reserved 10,000 shares and no shares are held in treasury by any member of Company Preferred Stock for issuance upon exercise of the Preferred Warrant. Schedule 2.3(a) of the Company GroupSchedules sets forth the name of the holder of the Preferred Warrant and exercise price of such Warrant. The Company Capital Stock, including all shares subject to the Company’s right of repurchase, is held of record by the persons, with the addresses of record and in the amounts set forth on Schedule 2.3(a) of the Company Schedules. Schedule 2.3(a) of the Company Schedules also indicates for each Company shareholder (i) the share certificate numbers held by such person and (ii) whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in favor of the Company, the lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the date of this Agreement and whether (and to what extent) the lapsing will be accelerated by the transactions contemplated by this Agreement. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or Bylaws of the Company, Company or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or . All preferential rights of which the Company has knowledge. To Preferred Stock in connection with the Company’s knowledge, there sale of substantially all of the assets of the Company or a merger involving the Company are no agreements relating to set forth in the registration, sale or transfer (including agreements relating to rights Articles of first refusal, co-sale rights or “drag-along” rights) of any capital stock Incorporation of the Company. All issued and outstanding shares of Company Capital Stock have been offered, sold and no Person has any right to cause delivered by the Company to effect in compliance with applicable federal and state securities laws and the registration under the Securities Act of any Preferred Warrant has been offered, issued and delivered in compliance with applicable federal and state securities laws and all requirements set forth in applicable contracts, agreements and instruments. The holder of the CompanyPreferred Warrant has been or will be given, other than under or shall have properly waived, any required notice prior to the Registration Rights AgreementMerger. (b) The Purchased Securities have been duly authorized andCompany has reserved 3,930,871 shares of Common Stock for issuance to employees and consultants pursuant to the Option Plans, when issuedand 574,920 shares remain available for future grant. Schedule 2.3(b) of the Company Schedules sets forth each outstanding Company Option, delivered including the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an employee of the Company, the status of the option as either an incentive stock option under Section 422 of the Code or a nonstatutory stock option, the date of grant or issuance of such option, the number of shares of Common Stock subject to such option, the exercise price of such option and paid the vesting schedule for in such option, including the manner extent vested to the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable by the transactions contemplated by this Agreement. Company has made available to Parent accurate and complete copies of all Option Plans pursuant to which the Company has granted such Company Options that are currently outstanding and all stock option agreements evidencing such Company Options. Except as set forth in this Agreement orSection 2.3(b) of the Company Schedules, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger. All issued and outstanding Company Options have been offered, issued and delivered in compliance with respect to the Warrant Shares, in the manner applicable federal and state securities laws and all requirements set forth in applicable contracts, agreements and instruments. All shares of Company Common Stock subject to the Warrantsissuance aforesaid, will upon issuance in accordance with the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paidpaid and nonassessable. As a result of the Merger, nonassessable, free Parent will be the record and clear sole beneficial owner of all Liens Company Capital Stock and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the rights to acquire or receive Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain eventsCapital Stock. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there There are no (i) securities of any member of the Company Group authorizedsubscriptions, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), convertible securities commitments or other rights agreements of any character to acquire from the member of the which Company Group, and no obligation of the member of the is a party or by which it is bound obligating Company Group, to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemedrepurchase, now redeem or in otherwise acquire, or cause the futurerepurchase, redemption or acquisition of, any shares of capital stock, voting securities partnership interests or securities convertible into or exchangeable for capital stock or voting securities of any member similar ownership interests of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, of or enter into any such optionssubscription, warrantsoption, callswarrant, rightsequity security, convertible securities call, right, commitment or other rights to acquire from the member of the Company Groupagreement. (ed) There As of the date of this Agreement, except as contemplated by this Agreement, there are no bondsregistration rights agreements, debenturesno voting trust, notes proxy or other indebtedness agreement or understanding to which the Company is a party or by which it is bound with respect to any equity security of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital class of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of (i) 36,120,000 Company Ordinary Shares, of which 20,406,363 Company Shares 13,443,252 shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Group. All outstanding Company Shares, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirementsdate hereof, and (ii) 73,080,000 Company Preference Shares, of which 16,912,464 shares are issued and outstanding as of the date hereof, and in compliance with all applicable requirements each case are held legally and beneficially by the Sellers as set forth in Contracts. There are no declared Section 3.2(a) or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares Section 3.2(b) of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer Disclosure Schedule (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share registerLiens). On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions Except as set forth in the Charter Documents. The execution immediately preceding sentence and delivery by except as set forth in Section 3.2(a) of the Company of this AgreementDisclosure Schedule, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have as of the date hereof authorized or outstanding stockholder purchase any shares of Company Capital Stock or securities, options, warrants, calls or rights convertible, exercisable or exchangeable for, or containing any profit participation features, nor rights (whether Contract rights or “poison pill” otherwise) or options to subscribe for or to purchase or otherwise acquire, shares of Company Capital Stock or any similar arrangement in effect giving any person share or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock Company Capital Stock or voting securities of such member any share appreciation rights, with the exception of the Company Group, Share Plans. The Company is not subject to any obligation or commitment (iicontingent or otherwise) options, to repurchase or otherwise acquire or retire any shares of Company Capital Stock or any warrants, calls, rights, convertible securities options or other rights to acquire from the member shares of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeemCapital Stock, or to cause to be issued, delivered, sold, repurchased or redeemedredeemed any shares of Company Capital Stock, now or other than as expressly set forth in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member Section 3.2(a) of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company GroupDisclosure Schedule. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an under no obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, right, commitment or agreement. All outstanding shares of Company Capital Stock are validly issued, fully paid and non-assessable, and are not subject to any preemptive rights. There are no outstanding or authorized stock appreciation, convertible securities phantom stock, profit participation, or other similar, rights with respect to the Company. As a result of the Share Purchase and except for any unexercised Company Options, Buyer will be the sole record and beneficial holder of all issued and outstanding shares of Company Capital Stock and all rights to acquire from the member or receive any shares of the Company GroupCapital Stock. (eb) There are no bondsSection 3.2(b) of the Disclosure Schedule accurately sets forth, debenturesas of the date hereof, notes the following information with respect to all Company Options and Depository Receipts: the holder of such Company Option or other indebtedness right, the type and number of any member Depository Receipts issuable upon the exercise of such Company Option or right, the exercise price of such Company Option or right, the extent such Company Options or rights are vested as of the date hereof, the vesting schedule for such Company Group (i) granting the holder thereof the right Options or rights and whether such Company Options or rights are subject to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital accelerated vesting as a result of the Company, consummation of the Share Purchase. The Company Options or rights set forth in Section 3.2(b) of the Disclosure Schedule are issued the only Company Options or rights outstanding as of the date hereof. (fc) No member The holders of Company Preference Shares have not as of the date of this Agreement, and shall not have as of the Closing, converted any such Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any PersonPreference Shares into Company Ordinary Shares in accordance with Article 31 of the Articles of Association of the Company.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 65,000 shares of Company SharesPreferred Stock, 10,000,000 shares of which 20,406,363 Class A Common Stock, and 1,000,000 shares of Class B Common Stock. As of the date hereof, 57,853 shares of Company Shares Preferred Stock are issued and outstanding as outstanding, 6,428,200 shares of August 31Class A Common Stock are issued and outstanding, 2009. No Company Shares are dormant shares and no shares of Class B Common Stock are held in treasury by any member issued and outstanding. As of the date hereof, the Company GroupCapital Stock is held by the persons in the amounts set forth in Section 2.2(a) of the Disclosure Schedule which further sets forth for each such person the number of shares held, class and/or series of such shares and the number of the applicable stock certificates representing such shares. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and and, except as set forth in Section 2.2(a) of the Disclosure Schedule, are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no shares of issued and outstanding Company Common Stock that are unvested or subject to a repurchase option, risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company. (b) All outstanding shares of Company Shares Capital Stock and Company Options have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any Stockholder) in compliance with all applicable federal, state and foreign securities laws laws, rules and other applicable Legal Requirementsregulations, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in accordance with any right of first refusal or similar right or limitation Known to the Company, including those in the Charter Documents. The Company has no other capital stock authorized, issued or outstanding. (c) Except for the Plan and except as set forth in Section 2.2(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any person. The Company has reserved 1,100,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company in connection with the exercise of Company Options granted under the Plan. As of the date hereof, (i) 981,510 shares are issuable upon the exercise of currently outstanding, unexercised Company Options granted under the Plan, (ii) no shares have been issued upon the exercise of Company Options previously granted under the Plan and remain outstanding as of the date hereof and (iii) 128,210 shares remain available for future grant. Section 2.2(c) of the Disclosure Schedule sets forth for each Company Option outstanding as of the date hereof, the name of the holder of such Company Option, the domicile address of such holder, the number of shares of Company Capital Stock issuable upon the exercise of such Company Option, the exercise price of such Company Option, the date of grant of such Company Option, the vesting schedule for such Company Option, including the extent vested to date and whether the vesting of such Company Option is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in compliance with Section 422 of the Code. The terms of the Plan and the applicable agreements for each Company Option permit the assumption or substitution for Parent Options as provided in this Agreement, without the consent or approval of the holders of such securities (other than as contemplated by Section 1.6(e)) the Stockholders or otherwise and without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of all applicable requirements forms of agreements and instruments relating to or issued under the Plan (including any agreements and instruments that differ materially in substance from such forms) have been made available to Parent, and, except as indicated in the copies made available to Parent, such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof made available to Parent (except for such amendments, modifications or supplements that are required by this Agreement). Except as set forth in Contracts. There Section 2.2(c) of the Disclosure Schedule, as of the date hereof, all holders of Company Options are current employees of the Company. (d) Section 2.2(d) of the Disclosure Schedule sets forth as of June 30, 2005 the outstanding principal, accrued interest and applicable rate of interest of all outstanding Stockholder loans described in Section 1.6(g) hereof. (e) As of the date hereof, except for the Company Options and except as set forth in Section 2.2(e) of the Disclosure Schedule, there are no declared options, warrants, calls, rights, convertible securities, commitments or accrued but unpaid dividends agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in Section 2.2(e) of the Disclosure Schedule, as of the date hereof, there are no outstanding or authorized stock appreciation, phantom stock or other similar rights with respect to the Company or any Company Sharesof its Subsidiaries. Except as contemplated herebyhereby and in the Stockholders Agreement, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares stock of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party or by which it is boundor, or to the Knowledge of which the Company has knowledge. To the Company’s knowledge, otherwise. Except as set forth in Section 2.2(e) of the Disclosure Schedule, there are no agreements to which the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock Company Capital Stock. As a result of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized Merger and, when issuedsubject to Section 1.6(e) hereof, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, Parent will be validly issued, fully paid, nonassessable, free the sole record and clear beneficial holder of all Liens issued and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the outstanding Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares Capital Stock and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other all rights to acquire from the member or receive any shares of the Company GroupCapital Stock, and no obligation whether or not such shares of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company GroupCapital Stock are outstanding. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 1,500,000,000 shares of Company SharesCommon Stock and 10,000,000 shares of preferred stock, par value $0.001 per share, ("COMPANY PREFERRED STOCK"). At the close of business on December 20, 2002, (i) 162,847,127 shares of Company Common Stock were issued and outstanding, none of which 20,406,363 shares are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by the Company Shares are or otherwise vest upon any termination of stockholder's or grantee's employment, directorship or other relationship with the Company or any of its subsidiaries under the terms of any restricted stock purchase agreement or other agreement with the Company, (ii) no shares of Company Common Stock were held by the Company in its treasury or by any direct or indirect subsidiary of the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Groupoutstanding. All outstanding shares of Company Shares, when issued, were Common Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rights created by statuteunder the DGCL, the Charter Documents certificate of incorporation or bylaws of the Company, Company or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company document to which the Company is a party or by which it or its assets is bound. As of December 20, or 2002 (i) 20,276,299 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Option Plans and any other agreement of the Company pursuant to which the Company has knowledge. To the Company’s knowledgegranted an option, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights each of first refusal, co-sale rights or “drag-along” rights) of any capital stock which is set forth on Section 2.2 of the CompanyCompany Disclosure Letter (collectively, the "NON-PLAN OPTION AGREEMENTS,") and no Person has any right to cause (ii) 1,652,906 shares of Company Common Stock are reserved for future issuance under the ESPP (as defined in Section 5.7(c)). Section 2.2 of the Company to effect Disclosure Letter sets forth the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, following information with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the each Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. of this Agreement, (fi) No member the name of each person who held such Company Options, (ii) the particular Company Option Plan pursuant to which such Company Option was granted, (iii) the date on which such Company Option was granted or assumed, (iv) the exercise or base price of such Company Option, (v) the number of shares of Company Common Stock subject to such Company Option or value covered thereby, (vi) the number of shares of Company Common Stock as to which such Company Option had vested at such date, (vii) the applicable vesting schedule for such Company Option, and (viii) the date on which such Company Option expires. The Company has made available to Parent an accurate and complete copy of each of the Company Group has agreedOption Plans, is obligated the Non-Plan Option Agreements, the ESPP and the standard forms of stock option agreements evidencing Company Options granted under the Company Option Plans. There are no options outstanding to makepurchase shares of Company Common Stock other than pursuant to the Company Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Personinstruments.

Company Capital Structure. (a) Immediately prior to the Restructuring, the Beneficial Sellers were the record and beneficial owners of one hundred percent (100%) of the Equity Securities of the Company, in the respective numbers and classes set forth on Section 3.2 of the Disclosure Schedule. (b) The registered share capital Company Securities, as set forth on Section 3.2 of the Disclosure Schedule, represent one hundred percent (100%) of the Equity Securities of the Company. The Company Securities are owned of record by the Seller Entity in the classes and numbers set forth on Section 3.2 of the Disclosure Schedule. Except for the Company Securities, there are no (i) outstanding Equity Securities of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, or (ii) obligations of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Groupor of the Company to issue, transfer, sell, repurchase, redeem or otherwise acquire any Equity Securities of the Company. All of the issued and outstanding Company Shares, when issued, were Securities are duly authorized, validly issued, issued and fully paid and non-assessable are free and are not subject to clear of any Liens, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Charter Organizational Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares The Seller Entity is the legal and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirementsbeneficial owner of, and (ii) has good and marketable title, free and clear of all Liens, to all of the Company Securities and such interest constitutes the entire interest of securityholders in compliance with the issued and outstanding Equity Securities of the Company and no other Person has any right, title or interest in or to such securities. At Closing, the Seller Entity shall deliver to the Purchaser good and valid title to the Purchased Equity, free and clear of all applicable requirements set forth in ContractsLiens. There are no warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to reduce its capital or issue, deliver, sell, repurchase, cancel or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Securities or obligating the Company to grant or otherwise amend or enter into any such warrant, call, right, commitment or agreement. The Company has never adopted, sponsored or maintained any equity incentive plan or any other plan or agreement providing for equity or equity related compensation to any Person. There are no declared or accrued but unpaid dividends distributions with respect to any Equity Securities of the Company. (c) The Holdings Securities, as set forth on Section 3.2(c) of the Disclosure Schedule, represent one hundred percent (100%) of the Equity Securities of Seller Entity. The Holdings Securities are owned of record and beneficially by the Beneficial Sellers in the classes and numbers set forth on Section 3.2(c) of the Disclosure Schedule. Except for the Holdings Securities, there are no (i) outstanding Equity Securities of the Seller Entity or (ii) obligations of any stockholder, member or other equityholder of the Seller Entity or of the Seller Entity to issue, transfer, sell, repurchase, redeem or otherwise acquire any Equity Securities of the Seller Entity. All of the issued and outstanding Holdings Securities are duly authorized, validly issued and fully paid and are free and clear of any Liens, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Organizational Documents of the Seller Entity, or any agreement to which the Seller Entity is a party or by which it is bound. The Beneficial Sellers are the legal and beneficial owners of, and have good and marketable title, free and clear of all Liens, to all of the outstanding securities of the Seller Entity and such interest constitutes the entire interests of the securityholders in the issued and outstanding Equity Securities of the Seller Entity and no other Person has any right, title or interest in or to such securities. There are no warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Seller Entity is a party or by which the Seller Entity is bound obligating the Seller Entity to reduce its capital or issue, deliver, sell, repurchase, cancel or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Securities or obligating the Seller Entity to grant or otherwise amend or enter into any such warrant, call, right, commitment or agreement. The Seller Entity has never adopted, sponsored or maintained any equity incentive plan or any other plan or agreement providing for equity or equity related compensation to any Person. There are no declared or accrued but unpaid distributions with respect to any Equity Securities of the Seller Entity. (d) All outstanding Equity Securities of the Company Shares. have been issued in compliance with all applicable federal, state, local or foreign statutes, Laws, including federal securities Laws and any applicable state securities or “blue sky” Laws. (e) As a result of the Equity Purchase, as of the Closing, the Purchaser will be the sole record and beneficial holder of all issued and outstanding Equity Securities of the Company and all rights to acquire or receive any Equity Securities of the Company, whether or not such Equity Securities are outstanding. (f) Except as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting of shares Equity Securities of the Company Company, or (ii) agreements to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-co sale rights or “drag-drag along” rights) of any capital stock Equity Securities of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (bg) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name allocation of the Investors Purchase Price is being made in accordance with the Company’s share register. On the Pre-Closing Date Organizational Documents of the Company shall have reserved from its duly authorized share capital and the maximum number of Company Shares required for the issuance of the Purchased SecuritiesSeller Entity, and applicable Law. The Purchased Shares Initial Closing Spreadsheet was, and the Warrant Shares Earnout Spreadsheet will have be, prepared in accordance with the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company provisions of this Agreement, the Related Agreements applicable Law and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Organizational Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result Seller Entity in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding effect as of the date hereof, including with respect to the amount and form of consideration payable or issuable, directly or indirectly, to each Beneficial Seller. (fh) No member The Contribution was effectuated in compliance with all applicable Laws and the Organizational Documents of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any PersonCompany.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 40,000,000 shares of Company SharesCommon Stock, of which 20,406,363 Company Shares 15,000,000 shares are issued and outstanding on the date hereof; 1,650,000 shares of Company Series S Preferred Stock, of which 1,650,000 shares are issued and outstanding on the date hereof; 2,202,577 shares of Company Series A Preferred Stock, of which 2,202,576 shares are issued and outstanding on the date hereof; and 13,986,014 shares of Company Series B Preferred Stock, of which 87,412 shares are issued and outstanding on the date hereof. Each share of Company Preferred Stock is convertible on a one-share-for-one-share basis into Company Common Stock and will, pursuant to their terms, be entitled to receive solely the same consideration as shares of August 31Company Common Stock, 2009on an as-converted basis. No As of the date hereof, the Company Shares are dormant Capital Stock is held by the Persons and in the amounts set forth in Section 2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held, class and/or series of such shares, the number of the applicable stock certificates representing such shares and no shares are held the domicile addresses of record of such Persons. Except as set forth in treasury by any member Section 2.5(a)(i) of the Disclosure Schedule, all outstanding shares of Company Group. All outstanding Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. . (b) All outstanding shares of Company Shares Capital Stock and Company Options have been issued or repurchased (iin the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance with all applicable securities laws and other applicable Legal RequirementsRequirements except as set forth on Section 2.5(b) of the Disclosure Schedule, and were issued, transferred and repurchased (iiin the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance accordance with all applicable requirements set forth in Contractsany right of first refusal or similar right or limitation Known to the Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. Except as contemplated herebyOther than the Company Capital Stock set forth in Sections 2.5(a) and 2.5(d) of the Disclosure Schedule, there are the Company has no voting trustsother capital stock authorized, proxiesissued or outstanding. True, or other correct and complete copies of all agreements or understandings with respect and instruments relating to the voting of shares any securities of the Company to which the Company is a party have been Made Available and such agreements and instruments have not been amended, modified or by which it is boundsupplemented, or of which the Company has knowledge. To the Company’s knowledge, and there are no agreements relating to amend, modify or supplement such agreements or instruments from the registration, sale or transfer (including agreements relating forms thereof provided to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain eventsParent. (c) Except for the Plan, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any person (whether payable in shares, cash or otherwise). The SEC Documents detail the number Company has reserved 2,220,000 shares of Company Shares reserved Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options or the granting or purchase of restricted stock granted under the Option Plans Plan, of which (i) 839,000 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) no shares have been issued upon the exercise of options granted under the Plan and remain outstanding as of the date hereof, and (iii) 1,381,000 shares remain available for future grant. Each Company Option was originally granted with an exercise price that the Board of Directors of the Company in good faith, based on a reasonable valuation method utilized at the time of grant, determined to be at least equal to the fair market value of a share of Company Common Stock on the date of grant. The treatment of Company Options as provided for in this Agreement are permitted by the terms of the Plan and the applicable agreements for each Company Option, without the consent or approval of the holders of such securities, the Stockholders or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Plan have been Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of Company Capital Stock under the Plan or any other Contract relating to such Company Options, the Company Shares subject to outstanding and unexercised . All holders of Company Options and are current employees, consultants, advisors or non-employee directors of the Company Shares available for issuance thereunderCompany. (d) Other than Section 2.5(d) of the Disclosure Schedule sets forth for each outstanding Company Option the name of the holder, the type of award, the type of entity of such holder, the domicile address of record of such holder, whether such holder is an employee of the Company, the number of shares of Company Capital Stock issuable upon the exercise of such option, the date of grant, the exercise price, the vesting schedule, including the extent vested to date and whether such vesting is subject to acceleration as set forth a result of the Transactions or any other events, and, for any option, whether such option is a nonstatutory option or qualifies as an incentive stock option as defined in Sections 3.2(aSection 422 of the Code and whether (and to what extent) any such Company Option is or has ever been subject to Section 409A (whether or not subsequently amended to comply with or be exempt from the requirements of Section 409A) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the action taken to amend any such Company Group authorized, convertible into Option to comply with or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire be exempt from the member requirements of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group.Section 409A. (e) There are no No bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof having the right to vote on any matters on which shareholders stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the Company, are issued or outstanding as of the date hereof. (f) No member Except for the Company Options, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company Group has agreedor obligating the Company to grant, is obligated to makeextend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other equity-compensation rights of the Company (whether payable in shares, cash or otherwise). Except as contemplated hereby and as set forth on Section 2.5(f) of the Disclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company, and there are no agreements to which the Company is bound by a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or "drag-along" rights) of any Contract under which it may become obligated Company Capital Stock. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to make acquire or receive any future investment shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (g) No event has occurred, and no circumstance or condition exists, that has resulted in, or capital contribution tothat will or would reasonably be expected to result in, and there is no basis for, any liability of the Company to any current, former or alleged holder of securities of the Company in such Person's capacity (or alleged capacity) as a holder of such securities, whether related to the Merger or otherwise.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 1,000,000 shares of authorized Company SharesCommon Stock, of which 20,406,363 Company Shares 354,625 shares are issued and outstanding. The outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are subject to the restrictions, repurchase rights and limitations described on Schedule 2.2(a). The Company Capital Stock is held of record by the persons, and in treasury by any member of the amounts set forth on Schedule 2.2(a). The Company Grouphas delivered to Parent the accurate address for each such holder. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or Bylaws of the Company, Company or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound. Then, current, and complete copies of each document authorizing, modifying, or of which affecting the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights AgreementCapital Stock is contained in Schedule 2.2(a). (b) The Purchased Securities have been duly authorized and, when issued, delivered Company has reserved 60,000 shares of Common Stock for issuance to employees and paid for in the manner set forth in this Agreement or, with respect consultants pursuant to the Warrant SharesOption Plan, in the manner set forth in the Warrantsof which 35,875 shares are subject to outstanding, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares unexercised options and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding securityremainder being available for future grant. The Company does has not have reserved any other shares of Company Capital Stock for issuance upon exercises of an option, warrant, or convertible security or debt instrument, or otherwise. Schedule 2.2(b) sets forth for each outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail Option, the number of Company Shares reserved for issuance under the Option Plans upon shares of Common Stock subject to such option, the exercise price of Company Options, the Company Shares subject to outstanding and unexercised Company Options such option and the Company Shares available vesting schedule for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) such option, including the extent vested to date and 3.2(c) whether the exercisability of such option will be accelerated and become exercisable by reason of the transactions contemplated by this Agreement Agreement. The Company has delivered to Parent a list setting forth the names and addresses of the Related Agreements and holders of each Outstanding Company Option. Except for the Company Options described in the SEC DocumentsSchedule 2.2(b) , there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities debt instruments, commitments or other rights agreements of any character, written or oral, to acquire from the member of which the Company Group, and no obligation of the member of is a party or by which it is bound obligating the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms ofor enter into any such option, warrant, call, right, debt instrument, commitment or agreement. The holders of Company Options have been or will be given, or shall have properly waived, any required notice prior to the Merger, and all such optionsrights will be terminated at or prior to the Effective Time. As a result of the Merger, warrants, calls, rights, convertible securities or other Parent will be the record and sole beneficial owner of all capital stock of the Company and rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (receive such capital stock. Except as contemplated by this Agreement or which is convertible into, or exchangeable for, securities having such rightset forth in Sections 2.2(a) or (iib) , there are no registration rights agreements, no voting trust, proxy or other agreement or understanding to which the value Company is a party or by which it is bound with respect to any equity security of which is in any way based upon or derived from capital or voting share capital class of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 19,907,500 shares of Company SharesCommon Stock and 20,185,000 shares of Company Preferred Stock, of which 20,406,363 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Shares are Common Stock were issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and (ii) no shares are of Company Common Stock were held in treasury by any member the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company GroupCapital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Shares, when issued, were Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement to which the Company or any Subsidiary of the Company is or was a party or by which it is or was otherwise bound. All outstanding No shares of the Company Shares Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and Company Options its Subsidiaries have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirementsnot, and will not have, suffered or incurred any liability (iicontingent or otherwise) in compliance with all applicable requirements or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Stockholder has exercised any right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rights. Except as set forth in Contracts. There Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have no other capital stock authorized or issued and outstanding (b) Except for the Plan, the Company and its Subsidiaries have never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for the issuance of equity or cash compensation based on equity (including as compensation) to any Person. The Company has reserved 4,125,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plan or any other plan, agreement or arrangement (whether written or oral, formal or informal), of which 3,292,501 shares were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock and 1,360,815 shares were fully vested and issuable, immediately prior to the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan. Section 2.2(b)(i) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the type of entity of such holder, if not an individual, the domicile address of such holder, the number of shares of Company Capital Stock issuable upon the exercise of such option, the date on which such Company Option was granted, the exercise price of such option, the applicable vesting schedule, whether the exercisability of such Company Option will be accelerated in any way by the transactions contemplated by the Agreement (indicating the extent of any such acceleration), whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code and whether such option is subject to Section 409A of the Code. Except as set forth in Section 2.2(b)(ii) of the Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option or Company Unvested Capital Stock as a result of the related transactions or upon termination of employment or service with the Company or any of its Subsidiaries following the Merger or otherwise. (c) Except for the Company Options set forth in Section 2.2(c)(i) of the Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding debt securities of the Company or any of its Subsidiaries. Except as set forth in Section 2.2(c)(ii) of the Disclosure Schedule, there are no securities or instruments containing anti-dilution or similar provisions by which the Company or any of its Subsidiaries is or may become bound. Except as set forth in Section 2.2(c)(iii) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company or any of its Subsidiaries. Except as contemplated herebyhereby or as set forth in Section 2.2(c)(iv) of the Disclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares stock of the Company to which the Company is or voting by a party or by which it is bound, or director of which the Company has knowledge. To the Company’s knowledge. Except as set forth in Section 2.2(c)(v) of the Disclosure Schedule, there are no agreements to which the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock Company Capital Stock or any Subsidiary Equity Interests. As a result of the CompanyMerger, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, Parent will be validly issued, fully paid, nonassessable, free the sole record and clear beneficial holder of all Liens issued and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the outstanding Company shall have reserved from its duly authorized share capital the maximum number Capital Stock and all rights to acquire or receive any shares of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rightsCapital Stock, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will whether or not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number such shares of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunderCapital Stock are outstanding. (d) Other than True, correct and complete copies of the Plan, the standard form of all agreements and instruments relating to or issued under the Plan or Company Option or any agreement that differs in any material respect from such standard form agreements, have been provided to Parent, and such agreements and instruments have not been amended, modified or supplemented since being provided to Parent, and, except as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC DocumentsAgreement, there are no (i) securities of agreements, understandings or commitments to amend, modify or supplement such agreements or instruments in any member case from those provided to Parent. Besides the Plan, there are no other stock option plans or other equity-related plans of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement pursuant to which the Company is a partyhas, and the consummation of the transactions contemplated hereby and therebyor may, will not result in issues Company Capital Stock or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company GroupOptions. (e) There are no bonds, debentures, notes or other indebtedness of any member The allocation of the Company Group (i) granting Cash Consideration set forth in Section 1.6 hereof is consistent with the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value Certificate of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereofIncorporation. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of: 25,000,000 Company Common Shares, of which 20,406,363 Company Shares 6,106,801 shares are issued and outstanding as of August 31the Agreement Date, 2009. No and 10,000,000 Company Shares are dormant shares and Preferred Shares, of which no shares are issued and outstanding. The outstanding Company Common Shares, including all shares subject to the Company’s right of repurchase, are held of record and beneficially by the Persons with the addresses and in treasury the amounts and represented by any member of the Company Groupcertificates set forth on Schedule 2.6(a). All outstanding Company SharesCommon Shares (i) have been duly authorized and validly issued and are fully paid, when issued, were duly authorized, validly issued, fully paid and non-assessable and are and, not subject to preemptive rights or similar rights created by statute, the Charter Documents Company Certificate of Incorporation, the Company, ’s By-Laws or any agreement to which Company Contract, and (ii) have been offered, sold, issued and delivered by the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable Laws, including federal and state securities laws and other applicable Legal RequirementsLaws, and (ii) in compliance with all applicable requirements material respects. Except as set forth in Contracts. There on Schedule 2.6(a), there are no declared or accrued but unpaid dividends with respect to any Company Common Shares. Except as contemplated hereby. (b) As of the Agreement Date, there 100,000 Company Common Shares are no voting trusts, proxies, subject to vesting or other agreements purchase, repurchase or understandings redemption restrictions in favor of the Company (“Company Restricted Stock”). Schedule 2.6(b) sets forth for the name of each holder of Company Restricted Stock, an indication of whether such holder is an Employee or director of the Company, the date of grant or issuance of such Company Restricted Stock, the number of Company Common Shares subject to such restricted stock grant, the vesting schedule for such restricted stock, including the extent to which such restricted stock is vested as of the Agreement Date and whether and to what extent the exercisability or vesting of such restricted stock will be accelerated and become exercisable or vested as a result of the Merger, and whether an election under Section 83(b) of the Code is in effect with respect to the voting such Company Restricted Stock. (c) The Company has not ever adopted, sponsored or maintained any stock option plan or any other plan providing for issuance of shares of the equity or other securities to any Person. There are no outstanding subscriptions, options, calls, warrants or any other rights, whether or not currently exercisable, to acquire any Company Capital Shares or right to acquire any Company Capital Shares or that are or may become convertible into or exchangeable for any Company Capital Shares or right to acquire any Company Capital Shares to which the Company is a party or by which it the Company is bound, or of bound (each a “Company Stock Right”). There are no Contracts pursuant to which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale is obligated or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, could become obligated to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now any Company Capital Shares or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsCompany Stock Right. There are no outstanding or authorized stock appreciation, warrantsphantom stock, callsprofit participation, rights, convertible securities or other similar rights with respect to acquire from the member Company. (d) Except as set forth on Schedule 2.6(d), there are no (i) voting trusts, proxies, or other Contracts or understandings with respect to the voting of any stock of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of to which the Company Group (i) granting is a party, by which the holder thereof the right to vote on any matters on which shareholders may vote (or which Company is convertible intobound, or exchangeable forof which the Company has knowledge, securities having such right) or (ii) Contracts or understandings to which the value Company is a party, by which the Company is bound, or of which is in the Company has knowledge relating to the registration, sale or transfer (including Contracts relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any way based upon or derived from capital or voting share capital Company Common Shares. The execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the CompanyTransactions does not implicate any rights or obligations under any Contract, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to makeCertificate of Incorporation or the Company’s By-Laws that have not been complied with or waived. The holders of Company Common Shares have been or will be properly given, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution toshall have properly waived, any Personrequired notice prior to the Merger.

Company Capital Structure. (a) The registered share authorized capital stock of the Company consists of 2,016,000 shares of Common Stock, of which 1,986,000 shares have been designated as Class A Voting Common Stock, 221,036 of which are issued and outstanding, and 30,000 shares have been designated as Class B Non-Voting Common Stock, 12,110 of which are issued and outstanding. As of the date hereof, the capitalization of the Company is NIS 30,000,000 divided into 30,000,000 Company Shares, of which 20,406,363 Company Shares are issued and outstanding as of August 31, 2009. No Company Shares are dormant shares and no shares are held set forth in treasury by any member Section 2.2(a) of the Disclosure Schedule. The Company GroupCommon Stock is held by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. All Except as set forth in Section 2.2(a) of the Disclosure Schedule, all outstanding shares of Company Shares, when issued, were Common Stock are duly authorized, validly issued, fully paid and non-assessable assessable, free and are not subject to preemptive rights clear of any Liens created by statute, the Charter Documents or in favor of the Company, are held of record by the Shareholders and were not issued in violation of the preemptive rights of any Person or any agreement to or Law by which the Company is were bound at the time of issuance. The Company Common Stock was not issued in violation of the Securities Act or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable state securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in ContractsLaws. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCommon Stock. (b) Except as set forth in Section 2.2(b) of the Disclosure Schedule, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any person. Except as contemplated herebyfor the Company Options set forth in Section 2.2(b) of the Disclosure Schedule (such schedule to contain, for each holder of Company Options, the name and address of such holder, the number of shares of Company Common Stock issuable upon the exercise of such Company Options and the exercise price thereof), there are no voting trustsoptions, proxieswarrants, calls, rights, convertible securities, commitments or other agreements of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause is bound obligating the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member shares of the Company Group, and (iii) equity equivalents, phantom Common Stock or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or agreement. Except as set forth in Section 2.2(b) of the Disclosure Schedule, all Company Options were granted at an exercise price at least equal to the fair market value (within the meaning of Section 409A of the Code) of a share of Company Common Stock on the date of grant, and no Company Option has been repriced, extended or amended since the date of its grant. Except as set forth in Section 2.2(b) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to acquire from the member of the Company Group. (e) There Company. Except as contemplated hereby, there are no bondsvoting trusts, debenturesproxies, notes or other indebtedness of any member of agreements or understandings with respect to the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of (i) 9,000,000 shares of Voting Common Stock (“Voting Common Stock”), 9,000,000 shares of which 20,406,363 Company Shares are issued and outstanding as of August 31the date hereof and (ii) 1,000,000 shares of Non-Voting Common Stock (“Non-Voting Common Stock”), 2009. No Company Shares 2,950 shares of which are dormant shares issued and no shares are held in treasury by any member outstanding as of the date hereof. The Company GroupCapital Stock is held of record as of the date hereof by the persons, with the addresses of record and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. All outstanding shares of Company Shares, when issued, were Capital Stock are duly authorized, AGREEMENT AND PLAN OF MERGER validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contractslaws. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. No Person or Entity is entitled to any preemptive or similar right with respect to the issuance of any Company Capital Stock. The Company has no other capital stock issued or outstanding. (b) The Company has reserved 1,000,000 shares of Common Stock for issuance to employees and consultants pursuant to the Plan, of which, as of the date hereof, 2,950 shares have been issued as a result of the exercise of options, 956,820 shares are subject to outstanding, unexercised options and 40,230 shares remain available for future grant. Such options to purchase Company Capital Stock are held by the Persons and in the amounts set forth in Section 2.2(b) of the Disclosure Schedule. Except as contemplated herebyfor the Options described in Section 2.2(b) of the Disclosure Schedule, there are no voting trustsoptions, proxieswarrants, calls, rights, commitments or other agreements of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which bound obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or other rights to acquire from the member of the Company Group. (e) agreement. There are no bondsoutstanding authorized stock appreciation, debenturesphantom stock, notes profit participation, or other indebtedness of any member of similar rights with respect to the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible intoCompany. There are no voting trusts, proxies, or exchangeable for, securities having such right) other agreements or (ii) the value understandings with respect of which is in any way based upon or derived from capital or voting share capital stock of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 10,000,000 shares of Company SharesCommon Stock, of which 20,406,363 Company Shares 3,018,630 shares are issued and outstanding as of August 31, 2009the date hereof. No Company Shares are dormant shares and no shares are held in treasury by any member Schedule 2.2(a) of the Company GroupDisclosure Schedule sets forth, as of the date hereof, the capitalization of the Company on a stockholder by stockholder basis. All outstanding shares of Company Shares, when issued, were Common Stock are duly authorized, validly issued, fully paid and non-non assessable and are not subject to preemptive rights created by statute, the Charter Documents articles of incorporation or bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and Company Options have been issued (i) in compliance with all applicable federal, state and foreign securities laws and other applicable Legal Requirementslaws. Except as set forth on Section 2.2(a) of the Company Disclosure Schedule, no shares of Company Common Stock are subject to a right of repurchase or forfeiture or are otherwise subject to any vesting restrictions. The Company has not, and will not have, suffered or incurred any liability (iicontingent or otherwise) or claim, loss, damage, deficiency, cost or expense (other than administrative costs and expenses incurred in compliance with all applicable requirements set forth the ordinary course of issuing or repurchasing shares, which are not individually or in Contractsthe aggregate material) relating to or arising out of the issuance or repurchase of any Company Common Stock or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCommon Stock. Except The Company has no other capital stock authorized, issued or outstanding, nor have any other shares of capital stock been previously issued or outstanding, other than as contemplated hereby, there set forth in Schedule 2.2(a) to the Company Disclosure Schedule. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares stock of the Company. (b) Except as set forth in Schedule 2.2(b) to the Company Disclosure Schedule, there are no options, warrants, convertible securities, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound, or of which bound obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grantenter into any such option, extendwarrant, accelerate the vesting ofconvertible security, change the price ofcall, otherwise amend the terms ofright, any commitment or agreement. All shares of Company Common Stock issuable upon exercise of such options, warrants, convertible securities, calls, rights, convertible securities commitments or other rights agreements, as set forth in Schedule 2.2(b) to acquire from the member of the Company Group. (e) Disclosure Schedule, have been offered in compliance with applicable securities and corporate laws, contracts applicable to the Company and the Company’s organizational documents, and, upon issuance in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessable. There are no bondsoutstanding or authorized stock appreciation, debenturesphantom stock, notes profit participation or other indebtedness of similar rights with respect to the Company. Except as contemplated by this Agreement, there are no registration rights agreements, no voting trust, proxy or other contract and no restrictions on transfer with respect to any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share capital issued and outstanding equity interests of the Company consist exclusively of the Units. The Company does not have any equity or ownership interests of any kind authorized, designated, issued or outstanding other than the Units. All of the Units are owned of record and beneficially by the Securityholder. Schedule I is NIS 30,000,000 divided into 30,000,000 Company Sharesa true and complete schedule of the percentage of the Purchase Price to be received by the Securityholder and each Phantom Share Recipient. The Units are owned by the Securityholder free and clear of any and all Liens (other than restrictions pursuant to applicable securities Laws), and upon delivery of which 20,406,363 Company Shares the Units hereunder, Buyer will acquire good and marketable title thereto, free and clear of any and all Liens (other than restrictions pursuant to applicable securities Laws). All rights and powers to vote the Units are held exclusively by the Securityholder. All of the Units (i) have been duly authorized and validly issued and outstanding as of August 31are fully paid, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member of the Company Group. All outstanding Company Shares, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter Company’s Organizational Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and (ii) have been offered, sold, issued and delivered by the consummation Company in all material respects in compliance with the terms of any applicable agreement or other understanding to which the transactions contemplated hereby and therebyCompany is a party, will not result in or give rise to an obligation the Organizational Documents of the Company and all applicable Laws. No shares of Company Capital Stock are subject to grantvesting or a right of repurchase or to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, extend, accelerate and duly and properly completed elections under Code 83(b) were timely and properly filed with the vesting of, change IRS with respect to any shares of Company Capital Stock that at any time were subject to a “substantial risk of forfeiture” within the price of, otherwise amend meaning of Section 83 of the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member Code. (b) (i) Except as set forth on Schedule 2.6(b) of the Company Group. (eDisclosure Schedule, the Company has not adopted, sponsored or maintained any stock option plan, stock appreciations rights plan, or any other plan, policy or agreement providing for equity or ownership interest compensation to any Person that is still in effect or with respect to which any equity instrument or right is outstanding. Except as set forth on Schedule 2.6(b) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group Disclosure Schedule, all stock option plans, stock appreciation rights plans or any other plans, policies or agreements providing for equity or ownership interest compensation to any Person that the Company has ever adopted, sponsored or maintained (icollectively, the “Prior Plans”) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member have been terminated by proper action of the Company Group has agreedBoard, is obligated to makeand there are currently no Company Securities or Security Rights thereto, or is bound by outstanding under any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Personof the Prior Plans.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of: (i) 100,000,000 shares of Company SharesCommon Stock, $0.01 par value, of which 20,406,363 Company Shares are 15,734,119 shares have been issued and are outstanding as of August 31the date of this Agreement; and (ii) 1,000,000 shares of preferred stock, 2009. No Company Shares are dormant shares and $0.01 par value, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held in treasury by the Company. Upon consummation of the Merger, (A) the shares of Parent Common Stock and cash issued in exchange for any member shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. Except as set forth in Part 2.2(a) of the Company GroupSchedules, there are no shares of Company Common Stock immediately prior to the Effective Time that are unvested or that are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company. (b) As of the date of this Agreement: (i) 1,695,333 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Stock Option Plans (excluding options granted pursuant to Section 5.9(d)); and (ii) 960,155 shares of Company Common Stock are reserved for future grant under the Company's 1999 Stock Option Plan. Stock options granted by the Company pursuant to the Company Stock Option Plans are referred to in this Agreement as "COMPANY OPTIONS". Part 2.2(b) of the Company Schedules sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule; (vii) the date on which such Company Option expires; (viii) whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration; and (ix) whether or not such option was granted with the intention to qualify as an "incentive stock option" within the meaning of Section 422 of the Code (i) through (ix) collectively, "INFORMATION OPTION". The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted stock options that are currently outstanding and the form of all stock option agreements evidencing such options. All outstanding shares of Company SharesCommon Stock subject to issuance as aforesaid, when issuedupon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, were would be duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents nonassessable. Except as set forth in Part 2.2(b)(i) of the CompanyCompany Schedules, there are no commitments or agreements of any agreement character to which the Company is or was bound obligating the Company to accelerate the vesting of any Company Option as a party or by which it is or was otherwise boundresult of the Merger. All outstanding Each Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements Option shall be assumed as set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain eventsSection 5.9. (c) The SEC Documents detail the number All outstanding shares of Company Shares reserved for issuance under the Option Plans upon the exercise of Common Stock, all outstanding Company Options, the Company Shares subject to and all outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member each subsidiary of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, have been issued and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or granted in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group compliance with (i) granting all applicable securities laws and, to the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value knowledge of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.the

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 Company Sharesconsists of twenty million (20,000,000) shares of common stock, of which 20,406,363 Company Shares seven million one hundred fifty-eight thousand (7,158,000) shares are issued and outstanding as of August 31the date hereof. As of the date hereof, 2009. No Company Shares are dormant shares and no shares are held in treasury by any member the capitalization of the Company Groupis as set forth in Section 2.2 of the Disclosure Schedule. Assuming the same total ----------- capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, other than unexercised Company Options) will be as set forth in Section 2.2 of the ----------- Disclosure Schedule. The issued and outstanding Company Common Stock is held by the persons with the domicile addresses and in the amounts set forth in Section ------- 2.2 of the Disclosure Schedule. All outstanding shares of Company Shares, when issued, were Common Stock --- are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents articles of incorporation or bylaws of the Company, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding shares of Company Shares Common Stock and Company Options have been issued (i) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws and other applicable Legal Requirementslaws. The Company has not, and will not have, suffered or incurred any liability (iicontingent or otherwise) or Loss (as defined in compliance with all applicable requirements set forth in ContractsSection ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock or Company Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCommon Stock. The Company has no other capital stock authorized, issued or outstanding. No vesting provisions applicable to any shares of Company Restricted Stock, or to any other rights to purchase Company Common Stock (other than the Company Warrants identified on Section 2.2 of the Disclosure Schedule and the Company Options ) will accelerate ----------- as a result of the Merger. The Company has made no repurchases of its capital stock. (b) Except for the Plan and the Phantom Stock Plan (now dissolved), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved one million nine hundred forty-seven thousand nine hundred fifty (1,947,950) shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) one million five hundred thousand (1,500,000) shares are issuable as of the date hereof, upon the exercise of outstanding, unexercised options grants under the Plan, and (ii) one hundred five thousand (105,000) shares have been issued as of the date hereof, upon exercise of options granted under the Plan. Section 2.2 of the Disclosure Schedule sets forth for outstanding Company ----------- Options, the name of the holder of such option, the domicile address of such holder, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Section 2.2 of the Disclosure ----------- Schedule sets forth the outstanding Company Warrants, the name of the holder of such Company Warrant and the number of shares of Company Common Stock issuable upon exercise of such Company Warrant. As of the Closing Date in conjunction with the Closing, all Company Warrants will be exercised by their terms for Company Common Stock. As of the Closing Date, an aggregate of one million five hundred thousand (1,500,000) and ninety-four thousand (94,000) shares of Company Common Stock are issuable upon the exercise of outstanding Company Options and Company Warrants, respectively. Except as contemplated herebyfor the Company Options and Company Warrants, there are no voting trustsother options, proxieswarrants, calls, rights, commitments or other agreements of any character, written or understandings with respect to the voting of shares of the Company oral, to which the Company is a party or by which it is bound, or of which bound obligating the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as contemplated hereby, by the Voting Agreement of even date herewith and the Company's Shareholder Agreement, and as set forth in Section 2.2 of the Disclosure Schedule, there are no voting trusts, proxies, ----------- or other agreements or understandings with respect to the voting stock of the Company. Assuming the Parent is the sole record and beneficial holder of all issued and outstanding equity securities of Sub, as result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Common Stock and all rights to acquire from the member or receive any shares of the Company GroupCommon Stock, whether or not such shares of Company Common Stock are outstanding. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 100,000,000 shares of Company SharesCommon Stock, of which 20,406,363 Company Shares 8,201,003 shares are issued and outstanding as outstanding, and one share of August 31Special Voting Stock, 2009. No Company Shares are dormant shares of which one share is issued and no shares are held in treasury by any member of the Company Groupoutstanding. All outstanding shares of Company SharesCapital Stock issued since November 6, when issued2006, were are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the CompanyDocuments, or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements Except as set forth in ContractsSection 2.2(a) of the Disclosure Schedule, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company SharesCapital Stock. Except as contemplated herebyset forth in this Section 2.2(a), there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or of which the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any other capital stock of the Companyauthorized, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreementissued or outstanding. (b) The Purchased Securities have been duly authorized andSince November 6, when issued2007, delivered and paid for in the manner except as set forth in this Agreement orSection 2.2(b) of the Disclosure Schedule, all outstanding shares of Company Capital Stock and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, except to the extent failure to comply would not result in a Material Adverse Effect with respect to the Warrant SharesCompany, and were issued, transferred and repurchased (in the manner set forth in case of shares that were outstanding and repurchased by the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name Company or any stockholder of the Investors Company) in accordance with any right of first refusal or similar right or limitation Known to the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth including those in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail Since November 6, 2006, except as set forth in Section 2.2(c)of the number Disclosure Schedule and except for the Plan, the Company has not adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. As of the date hereof, the Company has reserved 5,875,000 shares of Company Shares reserved Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Option Plans Plan, of which (i) 1,591,934 shares are issuable upon the exercise of outstanding, unexercised options granted under the Plan, (ii) no shares have been issued upon the exercise of options granted under the Plan and remain outstanding as of the date hereof, and (iii) 4,283,066 shares remain available for future grant. Section 2.2(c) of the Disclosure Schedule sets forth, as of the date hereof, for each outstanding Company OptionsOption the name of the holder of such option or award, the type of entity of such holder, the type and number of shares of Company Shares Capital Stock issuable upon the exercise of such option or award, the exercise price of such option or award, the date of grant of such option or award, the vesting schedule for such option or award, including the extent vested to date and whether (and to what extent) the vesting of such option or award is subject to outstanding acceleration as a result of the transactions contemplated by this Agreement and unexercised Company Options whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. True and complete copies of all agreements and instruments relating to or issued under the Company Shares Plan have been made available for issuance thereunderto Parent, and such agreements and instruments have not been amended, modified or supplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Parent. (d) Other than as set forth in Sections 3.2(aSection 2.2(c) and 3.2(c) and of the transactions contemplated by this Agreement and Disclosure Schedule, as of the Related Agreements and in the SEC DocumentsClosing, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities securities, commitments or other rights agreements of any character, written or oral, to acquire from the member of which the Company Group, and no obligation of the member of is a party or by which the Company Group, is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to acquire from the member of the Company GroupCompany. (e) There Other than as set forth in Section 2.2(c) of the Disclosure Schedule and the Exchange Documents, and to the Company’s Knowledge, except as contemplated hereby, there are no bondsvoting trusts, debenturesproxies, notes or other indebtedness of any member of agreements or understandings with respect to the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital stock of the Company, are issued or outstanding . Except as set forth in Section 2.2(c) of the date hereofDisclosure Schedule there are no agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co sale rights or “drag along” rights) of any Company Capital Stock. (f) No member of The Company Shares, when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and will not be subject to any preemptive rights created by statute, the Charter Documents, or any agreement to which the Company Group has agreed, is obligated to make, a party or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Personis bound.

Company Capital Structure. (a) The registered authorized share capital of the Company is NIS 30,000,000 divided into 30,000,000 consists of (i) an unlimited number of Common Shares (“Company Common Shares”), of which 20,406,363 5,430,007 Company Common Shares are issued and outstanding and (ii) an unlimited number of Preferred Shares, none of which are issued and outstanding. Except as of August 31set out in the previous sentence, 2009the Company does not have any other shares authorized, issued or outstanding. No Company Shares are dormant The shares and no shares are held in treasury by any member the capital of the Company Groupare held of record and to the knowledge of the Company, beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth in Schedule 2.4(a) of the Company Disclosure Schedules. All outstanding shares of the Company Shares(i) have been duly authorized and validly [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. issued and are fully paid, when issued, were duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter Documents Company’s articles of the Companyamalgamation, by-laws or any agreement or document to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares , and Company Options (ii) have been offered, sold, issued (i) and delivered by the Company in all material respects in compliance with all applicable Laws, including Canadian corporate and securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in ContractsLaws. There are no declared or accrued but unpaid dividends with respect to any Company Sharesshares in the capital of the Company. Except as contemplated herebyset forth in Schedule 2.4(a) of the Company Disclosure Schedules, since December 31, 2017, there are have been no voting trusts, proxies, dividends or other agreements or understandings distributions with respect to any shares in the voting of shares capital of the Company. Except for the 5,430,007 Company to which Common Shares outstanding, as of the Company is a party or by which it is bounddate of this Agreement, or of which no shares in the Company has knowledge. To the Company’s knowledge, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause other equity securities, partnership interests or similar ownership interests or other voting securities of the Company to effect the registration under the Securities Act of or any securities exchangeable or convertible into or exercisable for such shares, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, are reserved for issuance or outstanding. There are no bonds, debentures, notes or other than under indebtedness of the Registration Rights AgreementCompany having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders may vote. Except as set forth in Schedule 2.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares in the capital of the Company or other securities of the Company. There are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares in the capital of the Company or other securities of the Company. There is no claim or basis for such a claim to any portion of the Purchase Price except as provided in the Seller Allocation Spreadsheet by any current or former shareholder, option holder or warrant holder of the Company, or any other Person. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner Except as set forth in this Agreement orSchedule 2.4(b), with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date neither the Company shall have reserved from nor any of its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rightsSubsidiaries has ever adopted, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue sponsored or maintained any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price option plan or any other term of plan providing for equity compensation to any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain eventsPerson. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than Except as set forth in Sections 3.2(aSchedule 2.4(c) and 3.2(c) and of the transactions contemplated by this Agreement and the Related Agreements and in the SEC DocumentsCompany Disclosure Schedules, there are no (i) securities Company Share Rights or agreements of any member of character, written or oral, obligating the Company Group authorized, convertible into or exchangeable for shares any of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, its Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member shares of the Company Group, and (iii) or equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member other ownership interest of the Company Group or other similar rights in the equity of any member of Subsidiary or obligating the Company Group. The execution, delivery and performance by the Company or any of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, otherwise amend the terms of, or enter into any such optionsCompany Share Right. There are no outstanding or authorized share appreciation, warrantsphantom stock, callsprofit participation, rights, convertible securities or other similar rights with respect to acquire from the member Company or any of its Subsidiaries. (d) Except for the amended and restated shareholder agreement among Company and certain Shareholders dated June 3, 2016 (the “Shareholders’ Agreement”) there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting shares of the Company Group. (e) There are no bonds, debentures, notes or other indebtedness any of any member of its Subsidiaries to which the Company Group (i) granting or any of its Subsidiaries is a party, by which the holder thereof the right to vote on Company or any matters on which shareholders may vote (or which of its Subsidiaries is convertible intobound, or exchangeable forof which the Company has knowledge, securities having such right) or (ii) agreements or understandings to which the value Company or any of its Subsidiaries is a party, by which the Company or any of its Subsidiaries is bound, or of which is the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any shares of the Company. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholders’ Agreement that have not been complied with or waived. The holders of shares in any way based upon or derived from capital or voting share the capital of the Company, are issued Company and Company Share Rights have been or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to makewill be properly given, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution toshall have properly waived, any Personrequired notice prior to the transactions contemplated therein.

Company Capital Structure. (a) The registered share authorized capital stock of the Company is NIS 30,000,000 divided into 30,000,000 consists of 100,000 shares of Company SharesCommon Stock and 357.08 shares of Company Preferred Stock. As of the date hereof, there are 80,013 shares of which 20,406,363 Company Shares are Common Stock and 357.08 shares of Company Preferred Stock issued and outstanding as held by the persons, and in the amounts, set forth in Section 2.2 of August 31the Disclosure Schedule. As of the date hereof, 2009. No there are 356 shares of Company Shares are dormant shares and no shares are Common Stock held in treasury by any member treasury. As of the date hereof, there are 16,912 shares of the Company GroupCommon Stock reserved for issuance upon the exercise of the Company Options. All Section 2.2 of the Disclosure Schedule sets forth the following information with respect to each such Company Option: (i) the date on which each such Company Option was granted; (ii) the number of shares of Company Common Stock subject to each such Company Option; (iii) the exercise price for each such Company Option; and (vi) the name of the Option Holder. The Company has made available to Parent accurate and complete copies of all Company Option Agreements evidencing the Company Options listed on Section 2.2 of the Disclosure Schedule. Except as set forth in Section 2.2 of the Disclosure Schedule, all outstanding shares of Company Shares, when issued, were Common Stock and Company Preferred Stock have been duly authorized, authorized and validly issued, and are fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents Certificate of Incorporation or Bylaws of the Company, Company or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of shares of the Company to which the Company is a party or by which it is bound, or . Except as set forth in Section 2.2 of which the Company has knowledge. To the Company’s knowledgeDisclosure Schedule, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any capital stock of the Company, and no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance under the Option Plans upon the exercise of Company Options, the Company Shares subject to outstanding and unexercised Company Options and the Company Shares available for issuance thereunder. (d) Other than as set forth in Sections 3.2(a) and 3.2(c) and the transactions contemplated by this Agreement and the Related Agreements and in the SEC Documents, there are no (i) securities of any member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities commitments or other rights agreements of any character to acquire from the member of which the Company Group, and no obligation of the member of is a party or by which it is bound obligating the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in any shares of the future, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend the terms of, or enter into any such optionsoption, warrantswarrant, callscall, rightsright, convertible securities commitment or other rights to acquire from the member of the Company Groupagreement. (e) There are no bonds, debentures, notes or other indebtedness of any member of the Company Group (i) granting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any Person.