Common use of Company Closing Deliverables Clause in Contracts

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at or prior to the Closing: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (i) director resignation letter in the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer of the Company; (iv) the Escrow Agreement, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties thereto.

Company Closing Deliverables. The At the Closing, the Company shall execute (as applicable) and deliver or cause to be delivered to the Parent Group each of the following documents to Purchaser: (1) a xxxx of sale in the form of Exhibit B attached hereto (the “Xxxx of Sale”) and instrumentsduly executed by Seller, at or prior transferring Seller’s right, title and interest in and to the Closing: [***] Certain information tangible personal property included in this document has been excluded pursuant the Transferred Assets to Regulation S-KPurchaser; (2) an assignment and assumption agreement in the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, Item 601(b)(10effecting the assignment to and assumption by Purchaser of the Transferred Assets and the Assumed Liabilities; (3) a trademark assignment agreement in the form of Exhibit D attached hereto (the “Trademark Assignment Agreement”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Purchaser; (4) the Services Agreement in the form of Exhibit E attached hereto (the “Services Agreement”) and duly executed by Seller; (5) a power of attorney in the form of Exhibit F attached hereto and duly executed by Seller; (6) a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Sections 1.8(b)(i). Such excluded information is both (i) not material and , (ii) the type that the Registrant treats as private or confidential. and (iiii) director resignation letter in the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Timehave been satisfied; (ii7) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer of the Company; (iv) the Escrow Agreement, in the form to be agreed by the Company and Parent prior to Closing, a certificate duly executed by the Company and Shareholders’ Representative; (vpursuant to Treasury Regulations Section 1.1445‑2(b) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by that the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” foreign person within the meaning of Section 897(c) 1445 of the Code; (8) releases (in recordable form), pay-off letters and UCC‑3 termination statements (in recordable form) from any Person having a Lien on any Transferred Asset, or such other evidence of termination of such Lien as is acceptable to Purchaser; (9) all Document Deliverables, and other materials related to the Business and its administration and recordkeeping (which the Company may deliver to Purchaser’s principal place of business promptly following the Closing); (10) a certificate of the Secretary or Assistant Secretary of the Company certifying: (A) the certificate of incorporation of the Company as certified by the secretary of state of the state of incorporation of the Company; (B) the bylaws of the Company; (C) a good standing certificate of the Company, dated as of a recent date prior to the Closing Date Date, as issued by the secretary of state of the state of incorporation of the Company; (D) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (E) the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (11) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required under Treasury Regulations to give effect to this Agreement. Any condition specified in this Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, 1.8 may be waived if consented to by Purchaser in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretowriting.

Company Closing Deliverables. The Company shall deliver or cause to be delivered Upon the terms and subject to the Parent Group each conditions of the following documents and instrumentsthis Agreement, at or prior to the Closing, the Company shall deliver (or cause to be delivered) to each Investor each of the following: (a) a certificate or certificates representing such Investor’s Closing Securities and the Common Stock shall be delivered using customary book-entry procedures, and meeting the requirements of the Company Organizational Documents, registered in such name(s) as such Investor has designated (which shall be limited to such Investor and its Affiliates), free and clear of any liens, security interests, pledges, charges, encumbrances, mortgages and restrictions other than transfer restrictions under applicable federal and state securities Laws and this Agreement; (b) a certificate of the Secretary or Assistant Secretary of the Company dated as of the Closing Date, certifying as to and attaching: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material the Certificate of Incorporation, as filed with the Delaware Secretary of State, which shall be in full force and effect, (ii) the type that Bylaws, (iii) resolutions of the Registrant treats as private or confidential.Board of Directors authorizing and approving the Transaction Documents and the transactions contemplated thereby, including the issuance of the Purchased Securities to each Investor, and (iv) the incumbency of the officers executing the Transaction Documents; (ic) director resignation letter in a certificate of the agreed form from all directors Secretary of State of the State of Delaware evidencing the good standing of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Timeof that date; (iid) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, an Officer’s Certificate substantially in the form attached hereto to this Agreement as Exhibit I, duly executed by the Chief Executive Officer of the CompanyA; (ive) evidence the Company has delivered instruction to the Company’s transfer agent to deliver the Holdback Shares to the Escrow Agreement, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than within three (3) Business Days prior to of the Closing;; and (xiiif) evidence the Company has filed a registered agent certificate notification of listing of the Company issued by Common Stock included in the registered agent Purchased Securities with Nasdaq and an e-mail from a representative of Nasdaq confirming that Nasdaq’s review of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy Listing of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document Additional Shares form has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidentialcompleted. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties thereto.

Company Closing Deliverables. The Company At the Closing, Seller, the Sellers and/or the other Person(s) specified below shall deliver or cause to be delivered to Buyer the Parent Group each of the following documents and instruments, at or prior to the Closing: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.following: (i) director resignation letter in the agreed form from all directors of Restrictive Covenant Agreement, duly executed by the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective TimeRestricted Party; (ii) the termination of all existing powers of attorney issued Commercial Leases, duly executed by the Company Callaway Development, if anyLLC; (iii) the Company Certificate, in the form attached hereto as Exhibit I, duly a certificate executed by the Chief Executive Officer Secretary of the CompanyCompany (or equivalent officer), dated as of the Closing Date, as to: (A) the good standing of the Company in its jurisdiction of organization and in each other jurisdiction where it is qualified to do business; and (B) the effectiveness of the resolutions of the board of directors (or similar governing authority) of the Company and the Sellers authorizing the execution, delivery and performance of this Agreement and the Transactions; (iv) the Escrow AgreementEstimated Balance Sheet Certificate, duly executed and delivered by the Company’s Chief Executive Officer (or equivalent officer), accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Estimated Net Working Capital Amount; provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the amounts set forth on the Estimated Balance Sheet Certificate are accurate and shall not diminish Buyer’s remedies hereunder if any of the foregoing documents is not accurate; (v) an invoice or release agreement issued by each Person who advised the Company or any Seller in connection with the Transactions, dated not earlier than three Business Days prior to the anticipated Closing Date, which sets forth: (A) the amounts required to pay in full all amounts owed to such Person by the Company and all or any of the Sellers in connection with the Transactions; and (B) the wire transfer instructions for the payment of such amounts to such persons; (vi) with respect to any Transaction Expenses that remain, or that will remain, unpaid immediately following the Closing, documentation reasonably satisfactory to Buyer setting forth the amounts of all such unpaid Transaction Expenses (including the identity of each recipient, dollar amounts, wire instructions and any other information necessary for Buyer to effect the final payment in full thereof) and indicating that upon receipt of such amounts that all such Transaction Expenses shall have been paid in full; (vii) (A) payoff letters from each creditor under the Indebtedness identified in Section 4.6(f) of the Disclosure Schedule, which payoff letters shall: (I) set forth the amount required to pay off in full, on the Closing Date (and the daily accrual thereafter), the Indebtedness (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties) owing to the creditor and wire transfer information for such payment; (II) confirm that upon receipt of the amount described in clause (I), the Contract evidencing such Indebtedness and all related instruments will be terminated; and (III) contain the commitment of such creditor to release any Liens that the creditor may hold on any of the assets of the Company within a designated time period after receipt of such amount; and (B) as to a creditor for which the Company is a guarantor of Indebtedness, a letter which sets forth the amount required to be wire transferred to such creditor along with wire transfer information for such payment, and confirmation that upon receipt of such amount that the guarantee of the Company shall be released and the commitment of such creditor to release any Liens that the creditor may hold on any of the assets of the Company securing such guarantee within a designated period of time after receipt of such amount; (viii) a duly executed non-foreign affidavit, dated as of the Closing Date, from each Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (ix) written consents of or notices to, as applicable, the third parties to those Contracts identified on Schedule 3.2(a)(ix) (or waivers with respect thereto), in a form reasonably acceptable to Buyer; (x) estoppel and consent certificates, in the form provided by Buyer and reasonably acceptable to be agreed Seller, duly executed by the landlord of each parcel of Leased Real Property; (xi) the Escrow Agreement, duly executed by the Sellers’ Representative; (xii) a retention agreement (the “Retention Agreement”) between the Company and Parent prior to ClosingXxx Xxxxxxxxx, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to ClosingXxx Xxxxxxxxx; (xiii) evidence that each Company Plan intended to qualify as a registered agent certificate qualified cash or deferred arrangement under Section 401(k) of the Company issued Code has been terminated pursuant to an action by the registered agent Company board of the Company no earlier than three (3) Business Days prior to Closingdirectors; (xiv) a certified copy written resignations of each officer and director of the register of directors and officers Company, effective as of the Company certified Closing, form and substance satisfactory to Buyer (it being understood that such resignations shall not constitute a termination of employment by the registered agent of the Company no earlier than three (3) Business Days prior to Closingsuch officer or director); (xv) a certified copy original share certificates representing all Purchased Shares (or declarations and indemnities regarding missing stock certificates in form and substance reasonably satisfactory to Buyer, as applicable), duly endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers executed in favor of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.Buyer; (xvi) a certified copy the minute book and equity interest ledger (or similar) of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing;Company; and (xvii) cancellation of all existing powers of attorney granted other documents required to be entered into by the Company and the Sellers (or any one or more of its Subsidiaries them) pursuant to any person and a complete list of this Agreement or reasonably requested by Buyer to consummate the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretoTransactions.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information Closing (or by such other date, if any, as indicated in this document has the applicable subsection below), the Company shall deliver to Buyer the following: (a) resignations of the officers of the Company, except as Buyer may otherwise specify; (b) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 8.1, Section 8.2(a), Section 8.2(b), Section 8.2(c) and Section 8.2(d) have been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both satisfied; (c) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) not material that attached thereto are true and complete copies of all resolutions adopted by the Member authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions, (ii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents; (d) the certificate of formation (or other equivalent Governing Document) and all amendments thereto of the Company, duly certified as of a recent date by the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (e) a good standing certificate (or its equivalent) of the Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized and qualified to do business; (f) [RESERVED] (g) to the extent there exist any Encumbrances (1) on the equity securities of the Company (including the Units) or (2) on the properties and assets of the Company (other than Permitted Encumbrances) as of the Closing (the “Company Encumbrances”), fully executed documentation required in connection with the release of any Company Encumbrances identified by Buyer on Schedule 2.3(g), in form and substance reasonably satisfactory to Buyer providing for the discharge in full of all such Company Encumbrances; (h) at least five (5) Business Days prior to the Closing, (i) a final invoice from each Person to whom Company Transaction Expenses are owed along with instructions from such Person for paying such amounts and (ii) the type an agreement by such Person that the Registrant treats Contract pursuant to which the Company Transaction Expenses are owed as private or confidential.set forth in the final invoice shall be deemed terminated upon payment of such Company Transaction Expenses at Closing and that such Person thereupon releases the Company from any and all claims under such Contract; all in a form reasonably satisfactory to Buyer; (i) director resignation letter in Employment Agreement with the agreed form from all directors Company, Buyer or an Affiliate of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company CertificateBuyer, in the form attached hereto as Exhibit Ireasonably acceptable to the parties thereto, duly executed by the Chief Executive Officer Member (the “Employment Agreement”); (j) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (ivk) the Escrow Agreement, in the form to be agreed by Supply Agreement between the Company and Parent prior to ClosingGreenwave Partners, duly executed by the Company and Shareholders’ RepresentativeLLC; (vl) the Paying Agent and the Israeli Paying Agent Agreements, in the form Company to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form secure tail insurance post-closing on terms reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidentialBuyer. (xvim) a certified copy the original minute books and other similar company records of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing;Company; and (xviin) cancellation of all existing powers of attorney granted by such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretoTransactions.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information Closing (or by such other date, if any, as indicated in this document has the applicable subsection below), the Company shall deliver to Acquiror the following: (a) resignations of the directors and officers of the Company, except as Acquiror may otherwise specify; (b) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 9.2(a) and Section 9.2(b) and Section 9.2(d) have been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both satisfied; (c) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) not material that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions, (ii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents; (d) the certificate of incorporation (or other equivalent Governing Document) and all amendments thereto of each Group Company, duly certified as of a recent date by the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (e) a good standing certificate (or its equivalent) of each Group Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (f) a certificate, dated the Closing Date and signed by the Transferor Representative and the Company, stating that the Related Party Transactions and Relationships have been terminated and no Group Company has any residual Liability with respect thereto; (g) to the extent there exist any Encumbrances (1) on the equity securities of any Group Company (including the Shares) or (2) on the properties and assets of any Group Company (other than Permitted Encumbrances) as of the Closing (the “Group Company Encumbrances”), fully executed documentation required in connection with the release of any such Group Company Encumbrances, in form and substance reasonably satisfactory to Acquiror providing for the discharge in full of all such Group Company Encumbrances; (h) at least five (5) Business Days prior to the Closing, (i) a final invoice from each Person to whom Company Transaction Expenses are owed along with instructions from such Person for paying such amounts and (ii) the type an agreement by such Person that the Registrant treats Contract pursuant to which the Company Transaction Expenses are owed as private or confidential.set forth in the final invoice shall be deemed terminated upon payment of such Company Transaction Expenses at Closing and that such Person thereupon releases the Company from any and all claims under such Contract; all in a form reasonably satisfactory to Acquiror; (i) director resignation letter in an employment agreement with the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company CertificateCompany, in the form attached hereto as Exhibit Iand substance reasonably acceptable to Acquiror, duly executed by Anxxxx Xxx (the Chief Executive Officer “Employment Agreement”); (j) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (ivk) the Escrow original minute and stock books of each Group Company; (l) a Note Conversion Agreement, in the form and substance satisfactory to Acquiror, to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representativeeach holder of convertible notes set forth on Schedule 2.2(c) (“Convertible Notes”) pursuant to which Note Conversion Agreement each holder of Convertible Notes shall agree that, as of immediately prior to the Closing, all Convertible Notes held by such holder shall be converted into shares of Class B Non-Voting Common Stock of the Company in full satisfaction of the Company’s obligations under the Convertible Notes and the Convertible Notes shall terminate and be of no further force or effect; (vm) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form evidence reasonably satisfactory to the Parent Group; Acquiror that all outstanding options that have vested (vii) resolutions or will be vested as of the Company BoardClosing) were exercised or terminated in full, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, or will be exercised or terminated in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days full prior to the Closing; (xiiin) a registered agent an executed certificate of pursuant to Treasury Regulations Section 1.1445-2(c) certifying that the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporationcorporation as defined in Section 897(c)(2) of the Code during the period described in Section 897(c) of the Code and no interest in the Company constitutes a “United States real property interest” as defined in Section 897(c)(1) within the meaning of Section 897(c) 1445 of the Code; (o) an executed counterpart signature page or joinder to this Agreement, dated as of the Closing Date and in the each case in form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form reasonably acceptable to be agreed by the Shareholder Representative and major shareholders as defined thereunderAcquiror, duly executed by any Person who, following the parties theretodate hereof and prior to the Closing, (x) acquires or is issued any shares of the Company’s capital stock or any other equity interest, or the right to any shares or equity interest, in the Company (including pursuant to the exercise of options or convertible notes or other securities) or (y) is discovered to own shares of the Company’s capital stock or any other equity interest in the Company (or have the right to any shares or equity interest in the Company), including, without limitation, the individuals set forth on Schedule 2.3(o); provided, in each case, that Exhibit A shall be updated accordingly and delivered to Acquiror prior to the Closing; and (p) such other documents or instruments as Acquiror reasonably requests and are reasonably necessary to consummate the Transactions.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information Closing (or by such other date, if any, as indicated in this document has the applicable subsection below), each Group Company shall deliver to Buyer the following: (a) resignations of the directors and officers of each Group Company, except as Buyer may otherwise specify; (b) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(d) have been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both satisfied; (c) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) not material that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions, (ii) that all such resolutions are in full force and effect and are all the type resolutions adopted in connection with the Transactions, and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents; (d) the certificate of incorporation (or other equivalent Governing Document) and all amendments thereto of each Group Company, duly certified as of a recent date by the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (e) a good standing certificate (or its equivalent) of each Group Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (f) a certificate, dated the Closing Date and signed by a duly authorized officer of the Group Companies, stating that the Registrant treats Related Party Transactions and Relationships, other than those set forth on Section 2.3(f) of the Disclosure Schedule, have been terminated and no Group Company has any residual Liability with respect thereto; (g) to the extent there exist any Encumbrances (1) on the equity securities of any Group Company (including the Shares) or (2) on the properties and assets of any Group Company (other than Permitted Encumbrances) as private or confidential.of the Closing (the “Group Company Encumbrances”), fully executed documentation required in connection with the release of any such Group Company Encumbrances, in form and substance reasonably satisfactory to Buyer providing for the discharge in full of all such Group Company Encumbrances; (h) at least five (5) Business Days prior to the Closing, a final invoice from each Person to whom Company Transaction Expenses are owed along with instructions from such Person for paying such amounts; (i) director resignation letter in employment agreements with the agreed form from all directors of the applicable Group Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, in the form attached hereto as Exhibit Ireasonably acceptable to the parties thereto, duly executed by each Key Employee (the Chief Executive Officer “Employment Agreements”); (j) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (ivk) the PPP Escrow Agreement, in the form to be agreed Agreement executed by the applicable Group Company and Parent prior to Closing, duly executed by the Company and Shareholders’ RepresentativePPP Lender; (vl) evidence reasonably satisfactory to Buyer that all of the Paying Agent and Company’s interest (whether by ownership of equity securities, by Contract or otherwise) in any Excluded Entity has been transferred to the Israeli Paying Agent AgreementsShareholders or an Affiliate thereof or otherwise terminated in full as a result of the dissolution of such Excluded Entity which terminates in full all of the Group Companies’ Liabilities arising out of or relating to any Excluded Entity, in each case, as determined by Buyer in good faith (the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company“Pre-Closing Reorganization”); (vim) the Limited Liability Company Operating Agreement of ANS Advanced Network Services, LLC, a copy of the OFAC LicenseNew York limited liability company, in a form or other evidence reasonably satisfactory to the Parent GroupBuyer that the Company owns all of the outstanding equity interests in and to ANS Advanced Network Services, LLC; (viin) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; at least five (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (35) Business Days prior to the Closing, a list of all employees being terminated or resigning from any Group Company along with copies of any severance agreements, release agreements, or other similar agreements related to such terminations or resignations, the form of which shall be reasonably acceptable to Buyer; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (iio) the type that the Registrant treats LTI Holder Release & Termination Agreements (as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified defined in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h9.2(g)); (xixp) the Shareholder Representative AgreementPromised Individuals Release & Termination Agreements (as defined in Section 9.2(h)); (q) the minute and stock books of each Group Company, in the form to be agreed as currently held and maintained by the Shareholder Representative Group Companies; and (r) such other documents or instruments as Buyer reasonably requests and major shareholders as defined thereunder, duly executed by are reasonably necessary to consummate the parties theretoTransactions.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information Closing (or by such other date, if any, as indicated in this document has been excluded pursuant the applicable subsection below), the Company shall deliver to Regulation S-KParent the following: (a) resignations of the officers of the Company, Item 601(b)(10). Such excluded information is both except as Parent may otherwise specify; (b) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Members of the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions, (ii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents; (c) the certificate of incorporation (or other equivalent Governing Document) and all amendments thereto of each Group Company, duly certified as of a recent date by the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (d) a good standing certificate (or its equivalent) of each Group Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (e) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company the Group Companies, stating that the Related Party Transactions and Relationships, including but not material limited to loans to or from the Member and/or any intercompany payment obligations to or from Group Companies and Excluded Entities, have been satisfied in full or otherwise terminated and no Group Company has any residual Liability with respect thereto; (f) To the extent there exist any Encumbrances (1) on the equity or securities of any Group Company (including the Member’s membership interests in the Company) or (2) on the properties and assets of any Group Company (other than Permitted Encumbrances) as of the Closing (the “Group Company Encumbrances”), fully executed documentation required in connection with the release of any such Group Company Encumbrances, in form and substance reasonably satisfactory to Parent providing for the discharge in full of all such Group Company Encumbrances; (g) at least five (5) Business Days prior to the Closing, (i) a final invoice from each Person to whom Company Transaction Expenses are owed along with instructions from such Person for paying such amounts and (ii) the type an agreement by such Person that the Registrant treats Contract pursuant to which the Company Transaction Expenses are owed as private or confidential. (i) director resignation letter set forth in the agreed form from all directors final invoice shall be deemed terminated upon payment of such Company Transaction Expenses at Closing and that such Person thereupon releases the Company (except those specified pursuant from any and all claims under such Contract; all in a form reasonably satisfactory to Section 2.5) effective as of, and contingent upon, the Effective TimeParent; (iih) such certificates and documents as may be necessary or appropriate to change the termination of authorized signatories on all existing powers of attorney issued bank accounts and safe deposit boxes maintained by the Company , if any; (iii) the Company Certificate, or in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer name of the Company; (ivi) evidence reasonably satisfactory to Parent that the Escrow Agreement, Group Companies do not include any Excluded Entity as determined by Parent in good faith (the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative“Pre-Closing Reorganization”); (vj) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form evidence reasonably satisfactory to the Parent Groupthat the Company owns all of the outstanding equity interests in and to any entity that constitutes a Group Company; (viik) resolutions the minute and stock books, if applicable, of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Mergereach Group Company; (viiil) the duly executed Plan of Xxxxxxevidence reasonably satisfactory to Parent that a Group Company has been assigned all lease agreements previously held by ECOSHIP PA INC., and the duly executed Articles of Xxxxxx; a Pennsylvania corporation (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained“Ecoship”); (xim) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling;an executed copy of a letter agreement between Ecoship and Parent with regard to that certain property located at 0000 Xxxxxxxx Xxxxx Circle, Philadelphia, PA 19154, which shall be in a form acceptable to Parent in its sole discretion; and (xiin) a certificate of good standing issued by such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidentialTransactions. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties thereto.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both Closing (i) not material and (ii) the type that the Registrant treats as private or confidential. (i) director resignation letter in the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company such other date, if any;, as indicated in the applicable subsection below), the Company shall deliver to Buyer the following: (iiia) the Company Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer resignations of the Company; (iv) the Escrow Agreement, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to ClosingCompany, except as Buyer may otherwise specify; (xvb) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Codecertificate, dated as of the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h)10.2 has been satisfied; (xixc) a certificate of the Shareholder Representative Agreement, in Secretary or an Assistant Secretary (or equivalent officer) of the form to be agreed by Company certifying (i) that attached thereto are true and complete of copies of the Shareholder Representative and major shareholders as defined thereunderGoverning Documents of the Company, duly executed by the parties thereto; (ii) that attached thereto are true and complete copies of all resolutions adopted by the board of directors or managers (or equivalent governing body) of the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions; (iii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, and (iv) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents; (d) the certificate of formation and good standing certificate of the Company, duly certified as of a recent date by the Secretary of State of the State of Delaware; (e) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, stating that the Related Party Transactions and Relationships (other than those (if any) set forth in Schedule 2.3(e)) have been terminated and no Group Company has any residual Liability with respect thereto; (f) at least five (5) Business Days prior to the Closing, a schedule of all the Indebtedness as of the Closing, Payoff Letters from the holders of such Indebtedness, and a properly executed IRS Form W-9 from each holder of such Indebtedness; (g) at least five (5) Business Days prior to the Closing, (i) a final invoice from each Person to whom Group Company Transaction Expenses are owed, along with instructions from such Person for paying such amounts, and a properly executed IRS Form W-9 from each such Person, and (ii) an agreement by such Person that the Contract pursuant to which the Group Company Transaction Expenses are owed as set forth in the final invoice shall be deemed terminated upon payment of such Group Company Transaction Expenses at Closing and that such Person thereupon releases each Group Company from any and all claims under such Contract; all in a form and substance reasonably satisfactory to Buyer; (h) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, stating that (A) assuming the payoff of all Indebtedness in accordance with the Payoff Letters delivered pursuant to Section 2.3(f), no Group Company will have any Indebtedness and the assets of each Group Company will be free and clear of all Encumbrances at the Closing other than Permitted Encumbrances and (B) assuming the payment of the Group Company Transaction Expenses in accordance with the invoices delivered pursuant to Section 2.3(g), there will be no Group Company Transaction Expenses; (i) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of any Group Company; (j) the original minute and stock books of each Group Company; (k) a digital copy and one or more CDs or USBs, in PC-readable format, that contain working Adobe or other (i.e., Microsoft Office) portable document format files (which shall be permanent and accessible, without the need for any password, with readily and commercially available software) containing, in electronic format, the true and correct contents of the Dataroom as of the date hereof and as of the Closing Date; and (l) such other documents, certificates and instruments as Buyer reasonably requests and are reasonably necessary to consummate the Transactions.

Company Closing Deliverables. The At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Parent Group each of Purchaser the following documents and instruments, at or prior to (the Closing: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.“Company Deliverables”): (i) director resignation letter in the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer of the Company; (iv) the Escrow Registration Rights Agreement, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (viii) a copy certificate(s) or book-entry shares evidencing the Purchased Shares subscribed for by the Purchaser hereunder, registered in the name of the OFAC License, Purchaser (or its nominee in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtainedaccordance with such Purchaser’s delivery instructions); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xiiiii) a certificate legal opinion of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the CodeXxxxxxx Procter LLP, dated as of the Closing Date Date, addressed to the Purchaser and the Other Purchasers, in the form and substance as required under Treasury Regulations Section 1.1445-2(c) reasonably satisfactory to the Purchaser and 1.897-2(h)the Other Purchasers; (xixiv) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchaser and the Other Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Purchased Shares, (b) certifying the current versions of the Certificate of Incorporation and Bylaws and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) a certificate of an officer of the Company, dated as of the Closing Date, certifying the fulfillment of the conditions specified in Sections 2.3(a), 2.3(b), 2.3(c), 2.3(d) and 2.3(e), in form and substance reasonably satisfactory to the Purchaser and the Other Purchasers; (vi) the Shareholder Representative Agreement, Lock-Up Agreements; and (vii) a certificate evidencing the good standing of the Company in the form to be agreed Delaware issued by the Shareholder Representative and major shareholders Secretary of State of Delaware, as defined thereunder, duly executed by of a date within five Business Days of the parties theretoClosing Date.

Company Closing Deliverables. The At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Parent Group each of Purchaser the following documents and instruments, at or prior to (the Closing: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.“Company Deliverables”): (i) director resignation letter in the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer of the Company; (iv) the Escrow Registration Rights Agreement, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (viii) a copy certificate(s) or account statement reflecting book-entry shares evidencing the Purchased Shares subscribed for by the Purchaser hereunder, registered in the name of the OFAC License, Purchaser (or its nominee in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtainedaccordance with such Purchaser’s delivery instructions); (xiiii) a Pre-Funded Warrant registered in the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Rulingname of the Purchaser to purchase up to a number of shares of Common Stock equal to the portion of the Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by $25.9999, with an exercise price equal to $0.0001 per Warrant Share, subject to adjustment therein; (xiiiv) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate Secretary of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the CodeCompany, dated as of the Closing Date and Date, in the form and substance reasonably satisfactory to the Purchaser and the Other Purchasers, (a) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Purchased Shares and the Pre-Funded Warrants, (b) certifying the current versions of the Certificate of Incorporation and Bylaws and (c) certifying as required under Treasury Regulations Section 1.1445-2(c) to the signatures and 1.897-2(h)authority of persons signing the Transaction Documents and related documents on behalf of the Company; (xixv) a certificate of an officer of the Shareholder Representative AgreementCompany, dated as of the Closing Date, certifying the fulfillment of the conditions specified in Sections 2.3(a), 2.3(b), 2.3(c), 2.3(d) and 2.3(e), in form and substance reasonably satisfactory to the form to be agreed Purchaser and the Other Purchasers; and (vi) a certificate evidencing the good standing of the Company in Delaware issued by the Shareholder Representative and major shareholders Secretary of State of Delaware, as defined thereunder, duly executed by of a date within five Business Days of the parties theretoClosing Date.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information in this document has been excluded pursuant , the Company shall deliver to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) Parent the type that the Registrant treats as private or confidential.following: (i) director resignation letter in resignations of the agreed form from all directors and officers of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time6.04; (ii) a certificate, dated the termination Closing Date and signed by a duly authorized officer of all existing powers the Company, that each of attorney issued by the Company , if anyconditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company Certificate, in the form certifying that (A) attached hereto as Exhibit I, duly executed thereto are true and complete copies of (1) all resolutions adopted by the Chief Executive Officer Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Stockholders approving the Merger and adopting this Agreement, (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (C) attached thereto are true and complete copies of all third party consents, authorizations or waivers necessary to perform this Agreement; (iv) a good standing certificate (or its equivalent) from the Secretary of State of Delaware; (v) the Consideration Statement contemplated in Section 2.09; (vi) signature pages to the Ostrowitz Agreement and Savage Agreement, as contemplated in Section 8.01(e); (vii) signature pages to the Joinder Agreement from every Stockholder of the Company; (ivviii) signature page to the Escrow Regs Technology Operating Agreement, as contemplated in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of XxxxxxSection 8.01(f); (ix) signature page to the Estimated Closing StatementLicense Agreement, as contemplated in the form attached hereto as Exhibit KSection 8.01(h); (x) copies of signed IP Assignment and Confidentiality Agreements between the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained)Company and all current employees and contractors of the Company; (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling;FIRPTA Statement; and (xii) a certificate of good standing issued such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidentialAgreement. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties thereto.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information Closing (or by such other date, if any, as indicated in this document has the applicable subsection below), the Company shall deliver to Buyer the following: (a) resignations of the directors and officers of the Company, except as Buyer may otherwise specify; (b) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 9.2(a) and Section 9.2(b) and Section 9.2(d) have been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both satisfied; (c) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) not material that attached thereto are true and (ii) complete copies of all resolutions adopted by the type that the Registrant treats as private or confidential. (i) director resignation letter in the agreed form from all board of directors of the Company (except those specified pursuant to Section 2.5) effective as ofauthorizing the execution, delivery and contingent uponperformance of this Agreement and the Transaction Documents and the consummation of the Transactions, the Effective Time; (ii) that all such resolutions are in full force and effect and are all the termination of all existing powers of attorney issued by resolutions adopted in connection with the Company Transactions, if any; and (iii) the names and signatures of the officers of the Company Certificateauthorized to sign this Agreement and the Transaction Documents; (d) the certificate of incorporation (or other equivalent Governing Document) and all amendments thereto of each Group Company, duly certified as of a recent date by the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (e) a good standing certificate (or its equivalent) of each Group Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Group Company is organized; (f) a certificate, dated the Closing Date and signed by a duly authorized officer of the Shareholder and the Group Companies, stating that the Related Party Transactions and Relationships have been terminated and no Group Company has any residual Liability with respect thereto; (g) to the extent there exist any Encumbrances (1) on the equity securities of any Group Company (including the Shares) or (2) on the properties and assets of any Group Company (other than Permitted Encumbrances) as of the Closing (the “Group Company Encumbrances”), fully executed documentation required in connection with the release of any such Group Company Encumbrances, in form and substance reasonably satisfactory to Buyer providing for the discharge in full of all such Group Company Encumbrances; (h) a transition services agreement, in form attached hereto as reasonably acceptable to Buyer and the Shareholder and covering the services set forth on Exhibit IA, duly executed by the Chief Executive Officer Shareholder, Parent, Buyer and the Company (the “Transition Services Agreement”); (i) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (ivj) the Escrow Agreement, in original minute and stock books of each Group Company to the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representativeextent such books exist; (vk) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form evidence reasonably satisfactory to the Parent Group; (vii) resolutions Buyer that all of the Company BoardCompany’s interest (whether by ownership of equity securities, and Ordinary A Approval and by Contract or otherwise) in any Excluded Entity has been transferred to the Shareholder or an Affiliate thereof or otherwise terminated in full as a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate result of the Company issued by the registered agent dissolution of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both such Excluded Entity (i) in a manner that does not material result in any Tax Liabilities or any other adverse Tax consequences for a Post-Closing Tax Period of any Group Company and (ii) which terminates in full all of the type that Group Companies’ Liabilities arising out of or relating to any Excluded Entity, in each case, as determined by Buyer in good faith (the Registrant treats as private or confidential.“Pre-Closing Reorganization”); and (xvil) a certified copy of such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretoTransactions.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information , in this document has been excluded pursuant addition to Regulation S-Kthe other deliveries contemplated by Article VII, Item 601(b)(10). Such excluded information is both the Company shall execute and deliver, or cause to be executed and delivered to Purchaser, all of the following: (i) not material a statement from the board of directors of the Company, dated as of the Closing Date, certifying that attached thereto are correct and complete copies of each of the following: (i) the Trade Register extract, Certificate of Incorporation or Formation (or similar document), as applicable, of the Company and each of its Subsidiaries as in effect as of the Closing Date, (ii) the type that Company Charter, bylaws or operating agreement (or similar document), as applicable, of the Registrant treats Company and each of its Subsidiaries as private in effect as of the Closing Date is attached thereto, (iii) a certificate from the Finnish register of bankruptcies and restructurings or confidential. Certificates of Good Standing (ior similar document), as applicable, of the Company and each of its Subsidiaries from each jurisdiction in which the Company and each Subsidiary is qualified to do business, in each case, as of a date not more than five (5) director resignation letter in days prior to the agreed form from all Closing Date, (iv) the resolutions of the board of directors of the Company (except those specified pursuant approving the Transactions and all Transaction Documents to Section 2.5) effective as ofwhich the Company is a party, including this Agreement, and contingent upon(v) powers-of-attorney and requisite corporate approvals from each Shareholder regarding entry into the Transactions, the Effective Timethis Agreement and other Transaction Documents, as applicable; (ii) copy of the termination updated shareholder register of all existing powers of attorney issued the Company certified by the then existing board of directors of the Company , if anyas of (i) immediately before and (ii) immediately after Closing; (iii) copy of the Company’s register of ultimate beneficial owners as of immediately before the Closing; (iv) a certification signed by a duly authorized officer of the Company in a form reasonably acceptable to Purchaser, certifying to the effect that the Company Shares are not “U.S. real property interests” within the meaning of section 897 of the Code (the “FIRPTA Certificate”); (v) a duly executed resignation (in a form reasonably satisfactory to Purchaser) of Txxx Murtoniemi as a director of the Company, effective at the Closing, confirming that Mr. Murtoniemi has no claims against the Company for director fees for the period prior to the Closing; (vi) one or more joinder agreements, in the form attached hereto as Exhibit IA (the “Joinder Agreement”), duly executed by the Chief Executive Officer any holder of Company Shares as of the Company; (iv) the Escrow Agreement, in the form to be agreed by the Company date hereof and Parent as of immediately prior to Closingthe Closing and that is not already a signatory to this agreement (each, duly executed by the Company a “Joining Shareholder”), upon execution of which each Joining Shareholder shall be deemed and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) treated for all purposes as a copy of the OFAC License, in a form reasonably satisfactory to the Parent GroupCurrent Shareholder hereunder; (vii) resolutions of those third-party consents set forth on Annex D in the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Mergeragreed form; (viii) satisfactory evidence of exercise of (x) the duly executed Plan Company Options held by TT Metals Oy (y) the waiver by Kxxxx Xxxxx of Xxxxxx, the Company Options held by him and (z) the duly executed Articles termination by the Company of Xxxxxxthe Company Options held by Kxxxx Xxxxx; (ix) an extract from the Estimated Finnish Trade Register confirming the registration of the shares issued to the Conversion Shareholders; (x) payoff letters for each of the Closing StatementRepayment Loans, executed by the payee thereof in the agreed form; (xi) the investor representation statement by Translink Corporate Finance Oy, in the form attached hereto as Exhibit K; D (x) the 104H Tax Ruling or Interim 104H Tax Ruling “Translink Representation Statement”), duly executed by Translink Corporate Finance Oy (if obtained“Translink”); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) evidence of termination of shareholders agreement of the Company, dated September 1, 2017, by and among the parties thereto and the Pro Farm OÜ shareholders’ agreement by and among the Company, Pro Farm OÜ and Mx. Xxxx Xxxxxxx dated August 5, 2015, in each case except as to certain provisions regarding assignment of intellectual property and other customary clauses, effective as of the Closing, without any recourse to, or further liability or obligation on the part of, the Company, Pro Farm OÜ or Purchaser, pursuant to a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior form that is reasonably satisfactory to ClosingPurchaser; (xiii) a registered agent certificate evidence of (x) the payment, no later than August 17, 2019, of the Company issued second instalment of purchase price to be paid by the registered agent Company after signing in respect of the Company no earlier than three acquisition of a total of twelve percent (312%) Business Days prior to Closingof the total share capital in each of NPO RET LLC, PSM-1 LLC and Lignohumate LLC respectively (the “Russian Factory Shares”); (xiv) a certified copy evidence of the register of directors and officers of repayment by the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior all outstanding amounts due to Closing;Fundu Platform Oy; and (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information shareholders’ agreement, in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed form reasonably acceptable to the IRSCompany, executed by the US Subsidiary under penalties of perjuryCompany, stating that the US Subsidiary is not Rxxxxxx Xxxxx Xxxxxx, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretoPro Farm Technologies Comércio de Insumos Agrícolas do Brasil Ltda.

Company Closing Deliverables. At or before the Closing, the Company shall have executed and/or delivered (or, in the case of its Subsidiaries or other third parties, caused to have executed and/or delivered), as applicable, the following: (i) The Company and each of its Subsidiaries shall deliver or cause to be have duly executed and delivered to the Parent Group such Buyer each of the following documents and instrumentsto which it is a party: (A) each of the Transaction Documents, (B) the Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at or prior to the Closing: [***] Certain information in this document has been excluded Closing pursuant to Regulation S-Kthis Agreement and (C) the related Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) [Intentionally omitted.] (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, Item 601(b)(10). Such excluded information in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its Subsidiaries is both registered to qualify as a foreign corporation, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) not material the resolutions consistent with Section 3(b) as adopted by the Company’s and each of its Subsidiaries’ Board of Directors in a form reasonably acceptable to such Buyer, (ii) the type that the Registrant treats as private or confidential. (i) director resignation letter in the agreed form from all directors Certificate of Incorporation of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination each of all existing powers of attorney issued by the Company , if any; its Subsidiaries and (iii) the Bylaws of the Company Certificateand each of its Subsidiaries, each as in effect at the Closing, in the form attached hereto as Exhibit II. (viii) [Intentionally omitted.] (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date. (x) The Common Stock shall be designated for quotation or listed on the OTC QX or the Principal Market. (xi) The Company shall have obtained all governmental or regulatory approvals, duly executed by if any, necessary for the Chief Executive Officer sale of the Securities, except as set forth on Schedule 7(xi). (xii) Each of the Company;’s Subsidiaries shall have executed and delivered to such Buyer the Guarantee Agreement. (ivxiii) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-1, listing all effective financing statements which name as debtor the Escrow AgreementCompany or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the form opinion of the Collateral Agent, desirable to perfect the security interests purported to be agreed created by the Company Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and Parent prior the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to Closingin writing by the Collateral Agent, shall not show any such liens. (xiv) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and Shareholders’ Representative;each of its Subsidiaries, together with any copyright, patent and trademark agreements required by the terms of the Security Agreement. (vxv) the Paying Agent The Company shall have taken material steps to commence, and the Israeli Paying Agent AgreementsBoard of Directors shall have approved, that certain expense reduction plan provided by the Company to the Buyers (the “Expense Reduction Plan”), which includes expense reductions to Cost of Goods Sold (“COGS”) and Selling, General and Administrative (“SG&A”). (xvi) The Certificate of Designations in the form attached here to as Exhibit B shall have been filed with the Secretary of State of the State of Delaware and shall be agreed by in full force and effect, enforceable against the Company in accordance with its terms and Parent prior to Closing, duly executed by shall not have been amended. (xvii) Each of the individuals set forth on Schedule 7(xvii)(a) shall have delivered a letter resigning from the Company; (vi) a copy ’s Board of Directors, effective as of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of XxxxxxClosing Date, and the duly executed Articles Company’s remaining directors shall have taken all actions necessary to fill the vacancies created by such resignations with the individuals set forth on Schedule 7(xvii)(b), effective as of Xxxxxx;the Closing. (ixxviii) [Intentionally omitted.] (xix) Each of the Estimated Closing Statement, parties to the Credit Agreement shall have executed and delivered an amendment to the Credit Agreement in the form attached hereto as Exhibit K;H. (xxx) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior The Company shall have delivered to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed such Buyer such other documents relating to the IRS, executed transactions contemplated by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated this Agreement as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretosuch Buyer or its counsel may reasonably request.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information Closing (or by such other date, if any, as indicated in this document has the applicable subsection below), the Company shall deliver to Acquiror the following: (a) resignations of the directors and officers of the Company, except as Acquiror may otherwise specify; (b) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 9.2(a) and Section 9.2(b) and Section 9.2(d) have been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both satisfied; (c) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) not material that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions, (ii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents; (d) the certificate of incorporation (or other equivalent Governing Document) and all amendments thereto of the Company, duly certified as of a recent date by the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (e) a good standing certificate (or its equivalent) of the Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) at least five (5) Business Days prior to the Closing, (i) a final invoice from each Person to whom Company Transaction Expenses are owed along with instructions from such Person for paying such amounts and (ii) the type an agreement by such Person that the Registrant treats Contract pursuant to which the Company Transaction Expenses are owed as private or confidential.set forth in the final invoice shall be deemed terminated upon payment of such Company Transaction Expenses at Closing and that such Person thereupon releases the Company from any and all claims under such Contract; all in a form reasonably satisfactory to Acquiror; (i) director resignation letter in an employment agreement with the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company CertificateCompany, in the form attached hereto as Exhibit Iand substance reasonably acceptable to Acquiror, duly executed by each of Jxx Xxxxxxxxxxx and Axxxxxx Xxxxx (each, an “Employment Agreement” and, together, the Chief Executive Officer “Employment Agreements”); (j) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (ivk) the Escrow Agreement, in the form to be agreed by the Company original minute and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by stock books of the Company; (vil) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group;[intentionally omitted] (viim) resolutions of [intentionally omitted] (n) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(c) certifying that the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporationcorporation as defined in Section 897(c)(2) of the Code during the period described in Section 897(c) of the Code and no interest in the Company constitutes a “United States real property interest” as defined in Section 897(c)(1) within the meaning of Section 897(c) 1445 of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xixo) [intentionally omitted] (p) such other documents or instruments as Acquiror reasonably requests and are reasonably necessary to consummate the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretoTransactions.

Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at At or prior to the Closing: [***] Certain information Closing (or by such other date, if any, as indicated in this document has the applicable subsection below), the Company shall deliver to Buyer the following (a) resignations of the officers of the Company, except as Buyer may otherwise specify; (b) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 9.2(a) and Section 9.2(b) and Section 9.2(d) have been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both satisfied; (c) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) not material that attached thereto are true and complete copies of all resolutions adopted by the Members authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions, (ii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents; (d) the certificate of formation (or other equivalent Governing Document) and all amendments thereto of the Company, duly certified as of a recent date by the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (e) a good standing certificate (or its equivalent) of the Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (f) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, stating that the Related Party Transactions and Relationships have been terminated and that the Company has no residual Liability with respect thereto; (g) To the extent there exist any Encumbrances (1) on the equity securities of the Company (including the Units) or (2) on the properties and assets of the Company (other than Permitted Encumbrances) as of the Closing (the “Company Encumbrances”), fully executed documentation required in connection with the release of any Company Encumbrances, in form and substance reasonably satisfactory to Buyer providing for the discharge in full of all Company Encumbrances; (h) at least five (5) Business Days prior to the Closing, (i) a final invoice from each Person to whom Company Transaction Expenses are owed along with instructions from such Person for paying such amounts and (ii) the type an agreement by such Person that the Registrant treats Contract pursuant to which the Company Transaction Expenses are owed as private or confidential.set forth in the final invoice shall be deemed terminated upon payment of such Company Transaction Expenses at Closing and that such Person thereupon releases the Company from any and all claims under such Contract; all in a form reasonably satisfactory to Buyer; (i) director resignation letter in the agreed form from all directors of employment agreements with the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time; (ii) the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, in the form attached hereto as Exhibit Ireasonably acceptable to the parties thereto, duly executed by each Key Employee (the Chief Executive Officer “Employment Agreements”); (j) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (ivk) the Indemnity Escrow Agreement, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly Agreement executed by the Company, and the Escrow Agent; (vil) a copy the PPP Escrow Agreement executed by the Company, the Buyer and the PPP Lender; (m) evidence of the OFAC Licensetermination of the Company’s Cash Balance Pension Plan effective December 31, 2021, in a form reasonably which is satisfactory to Buyer, including but not limited to dated and executed copies of all documents, and evidence of delivery of all notices, in connection with the Parent Grouptermination of the Cash Balance Pension Plan; (viin) resolutions the original minute books and other similar company records of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger;Company; and (viiio) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidentialTransactions. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviii) an affidavit and notice addressed to the IRS, executed by the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties thereto.

Company Closing Deliverables. The At the Closing, the Company shall deliver or cause to be delivered to the Parent Group each of the following agreements and documents and instruments, at or prior to the Closing: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.Parent: (i) director resignation letter in evidence that this Agreement has been duly adopted and approved by the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as ofRequired Merger Stockholder Votes, and contingent upon, the Effective Timesuch adoption and approval has not been withdrawn rescinded or otherwise revoked; (ii) agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the termination of all existing powers of attorney issued by agreements identified on Schedule 1.3(d)(ii) in the Company , if anymanner described on Schedule 1.3(d)(ii); (iii) the Company Closing Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer of the Company; (iv) the Escrow Agreementa certificate, in the form and substance reasonably satisfactory to be agreed by the Company and Parent prior to ClosingParent, duly executed on behalf of the Company by the chief executive officer of the Company, containing the following information (to be set forth on an accompanying spreadsheet) and the representation and warranty of the Company that all of such information is accurate and Shareholders’ Representativecomplete (and in the case of dollar amounts, properly calculated) as of the Closing (such spreadsheet, supporting documentation and accompanying certificate being referred to hereafter collectively as the “Merger Consideration Certificate”): (1) (A) the aggregate amount of all Company Transaction Expenses, together with a detailed breakdown thereof and payment instructions, as applicable; (B) the Closing Indebtedness Amount, together with a detailed breakdown thereof and payment instructions, as applicable; (C) the Aggregate Exercise Price; (D) the Closing Cash Amount; (E) the Closing Net Working Capital Shortfall Amount; (F) the Closing Net Working Capital Excess Amount; (G) the resulting calculation of the Adjustment Amount (the “Estimated Adjustment Amount”); (H) the Adjusted Closing Consideration; (I) the Per Share Closing Notes Amount; (J) the Per Share Closing Stock Amount; (K) the Pro Rata Share of each Effective Time Holder; and (L) the Common Stock Exchange Ratio; (2) with respect to each Person who is a holder of Outstanding Capital Stock: (A) the name, e-mail address and last known address of record of each such holder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such holder; (C) the consideration that each such holder is entitled to receive pursuant to Section 1.5; (D) such holder’s Indemnification Escrow Fund Contribution Amount, PPP Escrow Fund Contribution Amount and Expense Fund Contribution Amount; (E) the net cash amount to be paid to each such holder by the Payment Agent in accordance with Section 1.12 (after deduction of any amounts to be contributed to the Indemnification Escrow Fund, PPP Escrow Fund and the Expense Fund by such holder); (3) with respect to each Person who is a holder of an Outstanding Option: (A) the name, e-mail address and last known address of record of such holder; (B) the exercise price per share (or deemed exercise price per share) and the number of shares of Company Common Stock subject to such Outstanding Option; and (C) the number of shares of Parent Common Stock issuable upon exercise of the Parent Option issued with respect to such Outstanding Option assumed by Parent pursuant to Section 1.9 and the exercise price per share of such Parent Option as determined pursuant to Section 1.9; (4) with respect to each Person who is a holder of an Outstanding Company Warrant: (A) the name, e-mail address and last known address of record of such holder; (B) the exercise price per share, if any, and the number of shares and class of Company Capital Stock subject to such Outstanding Company Warrant; (C) the consideration that such holder is entitled to receive pursuant to Section 1.10; and (D) such holder’s Indemnification Escrow Fund Contribution Amount, PPP Escrow Fund Contribution Amount and Expense Fund Contribution Amount; and (5) documentation, reasonably satisfactory to Parent, in support of the calculation of the amounts set forth in the Merger Consideration Certificate; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to ClosingFirst Certificate of Merger, duly executed by the Company; (vi) a copy of the OFAC Licensecertificate, in a form and substance reasonably satisfactory to Parent, duly executed by the Parent GroupSecretary of the Company and dated as of the Closing Date, certifying and attaching: (A) the Organizational Documents of the Company; (B) the resolutions adopted by the board of directors of the Company and the stockholders of the Company representing the Required Merger Stockholder Votes, in each case to authorize and adopt this Agreement, the Mergers and the other transactions contemplated hereby; and (C) the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby, including the Mergers; (vii) resolutions written resignations, in form and substance reasonably satisfactory to Parent, duly executed by each officer and member of the Company Boardboard of directors (or analogous governing body) of the Company, and Ordinary A Approval and a Company Resolution such resignations to be effective as of Members approving the Plan of Merger and Articles of MergerClosing; (viii) the (A) with respect to all Disqualified Individuals, copies of duly executed Plan of XxxxxxParachute Payment Waiver Agreements by and between the Company and the applicable Disqualified Individual, and (B) evidence reasonably satisfactory to Parent of the duly executed Articles outcome of Xxxxxxthe vote of the stockholders of the Company regarding whether to approve any Section 280G Payment that may be payable to a Disqualified Individual, where, if approved by stockholders of the Company holding the number of shares of Company Capital Stock required under Section 280G in order for such Section 280G Payments not to be deemed parachute payments under Section 280G, such approval would comply with all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G; (ix) the Estimated Closing Statementa certificate, in form and substance reasonably satisfactory to Parent, duly executed by an authorized officer of the form attached hereto Company and dated as Exhibit Kof the Closing Date, stating that the Company Capital Stock does not constitute “United States real property interests” under Section 897(c) of the Code, for purposes of satisfying Parent’s obligations under Treasury Regulations Section 1.1445-2(c)(3), together with a properly executed notice to the IRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), which Parent shall be authorized to deliver to the IRS on behalf of the Company (including the Surviving Corporation and the Surviving LLC) following the Closing; (x) the 104H Tax Ruling evidence reasonably satisfactory to Parent that all security interests and other Encumbrances (other than Permitted Encumbrances or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney any nonexclusive licenses granted by the Company or any of its Subsidiaries to in the Ordinary Course) in any person and a complete list assets of the bankCompany or any of its Subsidiaries have been released prior to or shall be released simultaneously with the Closing; (xi) payoff letters, trustin form and substance reasonably satisfactory to Parent, safe deposit accounts operated evidencing the discharge or payment in full of the Indebtedness identified on Schedule 1.3(d)(xi) (the “Pay-Off Indebtedness”) in each case duly executed by each holder of such Indebtedness, with, to the extent applicable, an agreement to provide termination statements on Form UCC-3 (or authorization for the Company (including the Surviving Corporation and the Surviving LLC) to file Form UCC-3), or other appropriate releases following any payoff thereof, which when filed will release and satisfy any and all Encumbrances relating to such Indebtedness, together with proper authority to file such termination statements or other releases at and following the Closing; (xii) evidence reasonably satisfactory to Parent as to the adoption by the Group Companies along with board of directors of the location / addressCompany of resolutions to terminate any Requested Employee Plan; (xiii) certificates of good standing from the Office of the Secretary of State of the State of Delaware and the applicable Governmental Body in each other jurisdiction in which the Company and each of its Subsidiaries is incorporated or formed or otherwise is qualified to do business, dated as of a date no more than five (5) Business Days prior to the Closing Date, that the Company and each such Subsidiary is in good standing; (xiv) all assignments, Consents or other certificates set forth in Schedule 1.3(d)(xiv), in each case, in form and substance reasonably satisfactory to Parent and duly executed and in full force and effect; (xv) the Escrow Agreement, duly executed by the Securityholders’ Agent; (xvi) a revesting agreement, in the form attached hereto as Exhibit D, (each a “Revesting Agreement”), duly executed by each Key Revesting Employee; (xvii) a restrictive covenant and release agreement, in the form attached hereto as Exhibit E (each, a “Restrictive Covenant Agreement”), duly executed by each Key Employee; (xviii) an affidavit evidence, in form and notice addressed substance reasonably satisfactory to Parent, of the IRStermination of each Affiliate Arrangement, except for the Affiliate Arrangements set forth on Schedule 1.3(d)(xviii), without Liability of the Company (including the Surviving Corporation and the Surviving LLC), any of its Subsidiaries, Parent and its Affiliates thereunder from and after the Closing; (xix) evidence, in form and substance reasonably satisfactory to Parent, that the D&O Tail Policy has been obtained and is in full force and effect; (xx) a certificate, in form and substance reasonably satisfactory to Parent, duly executed by an authorized officer of the US Subsidiary under penalties Company and dated as of perjurythe Closing Date, stating containing customary information as may be reasonably requested by Parent for purposes of establishing that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the CodeMergers, taken together, qualify as a “United States real property holding corporationreorganization” within the meaning of Section 897(c368(a) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xixxxi) the Shareholder Representative Agreementa joinder agreement, in the form to be agreed attached hereto as Exhibit F (each, a “Joinder Agreement”), duly executed by each Effective Time Holder; (xxii) a lockup agreement, in the Shareholder Representative and major shareholders form attached hereto as defined thereunderExhibit G (each, a “Lock-Up Agreement”) duly executed by each Effective Time Holder; (xxiii) the PPP Escrow Agreement, duly executed by the parties theretoCompany and the PPP Escrow Agent; and (xxiv) the Payment Agent Agreement, duly executed by the Securityholders’ Agent.

Company Closing Deliverables. The Company shall deliver or cause to be delivered Upon the terms and subject to the Parent Group each conditions of the following documents and instrumentsthis Agreement, at or prior to the Closing, the Company shall deliver (or cause to be delivered) to each Purchaser each of the following: (a) the Senior Notes to be purchased by such Purchaser in a form and in the name, and delivered as such Purchaser may request at least one Business Day prior to the Closing Date, free and clear of any liens, security interests, pledges, charges, encumbrances, mortgages and restrictions other than transfer restrictions under this Agreement or applicable federal and state securities laws; (b) a certificate of the Secretary or Assistant Secretary of the Company dated as of the Closing Date, certifying as to and attaching: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material a true, correct and complete and in full force and effect as of the Closing Date copy of the Articles of Incorporation, as filed with the Colorado Secretary of State, (ii) a true, correct and complete and in full force and effect as of the type that Closing Date copy of the Registrant treats Bylaws, (iii) true, correct and complete, and in full force and effect as private or confidential. of the Closing Date, resolutions of the Board of Directors authorizing and approving the Transaction Documents and the transactions contemplated thereby, including the issuance of the Purchased Securities to each Purchaser, and (iiv) director resignation letter in the agreed form from all directors incumbency of the officers of the Company (except those specified pursuant authorized to Section 2.5) effective as of, and contingent upon, execute the Effective TimeTransaction Documents; (iic) the termination of all existing powers of attorney a certificate issued by the Secretary of State of the State of Colorado evidencing the good standing of the Company , if anyas of the Closing Date; (iiid) the Company Certificate, an Officer’s Certificate substantially in the form attached hereto to this Agreement as Exhibit I, duly executed by the Chief Executive Officer of the CompanyB; (ive) the Escrow Agreementa Cross Receipt with respect to such Purchaser’s Senior Notes, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative; (v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, which shall have been duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / address; (xviiif) an affidavit and notice opinion addressed to the IRSPurchasers from Xxxxx Xxxxxx & Xxxxxx LLP, executed by legal counsel to the US Subsidiary under penalties of perjury, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the CodeCompany, dated as of the Closing Date and Date, the form of which is attached hereto as Exhibit C; (g) evidence of insurance (without endorsements in the favor of Purchasers), in form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h);reasonably satisfactory to the Purchasers; and (xixh) a fully executed copy of the Shareholder Representative Purchase Agreement, including all exhibits and schedules thereto, and any material agreements or other documents being delivered pursuant to the Purchase Agreement in connection with the closing of the Acquisition. Notwithstanding anything to the contrary contained in this Agreement, in the form event that the other conditions to the Company’s obligation to consummate the transactions contemplated by this Agreement have been fulfilled or waived pursuant to Section 7.02, the Company hereby agrees to deliver or cause to be agreed delivered, and not to unreasonably withhold or cause to be withheld or to delay or cause to be delayed the delivery of, each of the items contemplated by this Section 2.03. If at the Shareholder Representative and major shareholders Closing the Company fails to deliver the Senior Notes to the Purchasers as defined thereunderrequired by clause (a) above or any of the other deliverables under Section 2.03 or any conditions precedent pursuant to Section 7.01 shall not have been fulfilled to the Purchasers’ reasonable satisfaction (or in such Purchaser’s sole discretion, duly executed waived), then the Purchasers shall, at their election, be relieved of all further obligations under this Agreement, without thereby waiving any rights the Purchaser may have by the parties theretoreason of such failure or nonfulfillment.

Company Closing Deliverables. The At the Closing, the Company shall deliver is delivering, or cause causing to be delivered delivered, to the Parent Group each of the following documents and instruments, at or prior following: (a) acceptances to the Closing: [***] Certain information in this document has been excluded pursuant offers of employment extended by the Surviving Corporation to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) each of the type that the Registrant treats as private or confidential. (i) director resignation letter in the agreed form from all directors employees of the Company (except those specified pursuant to Section 2.5listed on Schedule 2.3(a) effective as of, executed by each such employee along with signed copies of the non-disclosure and contingent upon, the Effective Timeinvention assignment agreements that accompany such offers; (iib) counterparts to the termination of all existing powers of attorney issued by the Company , if any; (iii) the Company Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer of the Company; (iv) the Escrow Registration Rights Agreement, in the form to be agreed by and among Parent, the Company and Parent prior to Closingeach of the Holders (as defined therein), duly executed by the Company and Shareholders’ Representativeeach of the Holders; (vc) the Paying Agent release agreements executed by RidgeCrest Capital Partners and Xxxxxx & Xxxxxxx LLP waiving all liability of Parent and the Israeli Paying Agent Agreements, in the form Surviving Corporation for any fees and expenses payable to be agreed by the Company and Parent prior to Closing, duly executed by the Company; (vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group; (vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger; (viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx; (ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K; (x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained); (xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling; (xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing; (xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (xvi) a certified copy of the register of charges of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; (xvii) cancellation of all existing powers of attorney granted by the Company or any of its Subsidiaries to in connection with this Agreement, the transactions contemplated hereby and any person and a complete list of the bank, trust, safe deposit accounts operated by the Group Companies along with the location / addresssimilar potential or proposed transactions; (xviiid) a release agreement executed by each employee and manager of the Company entitled to payment pursuant to the Management and Employee Carveout waiving all liability of Parent and the Surviving Corporation for any payments thereunder; (e) a termination agreement executed by each of the Company Stockholders entitled to receive a portion of the Merger Consideration terminating each of the Series C Stock Purchase Agreement, the Investor Rights Agreement, the Voting Agreement, the Co-Sale Agreement, the Change in Control Agreement, and the Management Rights Letter; (f) release agreements executed by each holder of Company Options or Company Warrants waiving all liability of Parent and the Surviving Corporation in connection with the termination of the Company Option and Company Warrant agreements; (g) certificates representing as many shares of the outstanding Company Capital Stock as the Company can reasonably obtain before the Closing; (h) Section 228 written consent of Company Stockholders approving the Merger; (i) certificates issued by the appropriate Governmental or Regulatory Authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of the Company, as of a date not more than fifteen (15) days prior to the Closing Date, under the laws of the State of Delaware and as a foreign company authorized to do business under the laws of the jurisdictions listed in the schedules hereto; (j) a Company officer’s certificate; (k) a Company secretary’s certificate; (l) letters of resignation from the Company’s directors; (m) an affidavit investment representation letter from each of the Company Stockholders entitled to receive a portion of the Merger Consideration; and (n) a statement of fees, costs and notice addressed to the IRSexpenses (including, executed without limitation, fees and expenses of legal counsel and financial advisors and accountants, if any) incurred by the US Subsidiary under penalties of perjuryCompany in connection with the transactions contemplated hereby; in each case, stating that the US Subsidiary is not and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in the form and substance as required under Treasury Regulations Section 1.1445-2(c) and 1.897-2(h); (xix) the Shareholder Representative Agreement, in the form reasonably satisfactory to be agreed by the Shareholder Representative and major shareholders as defined thereunder, duly executed by the parties theretoParent.