Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (i) Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (ii) (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, to MediVision.

Corporate Authority; Approval and Fairness. (ia) Seller has The WMLP Parties have all requisite corporate power and authority and have taken all corporate action necessary in order to execute, deliver and perform its their obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger, the GP Merger and thereby and no the other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance subject only to adoption of this Agreement and each by the affirmative vote or consent of holders of a Unit Majority (as defined in the WMLP Partnership Agreement) of the Seller Documents partnership units in WMLP (the “Requisite WMLP Vote”). The Requisite WMLP Vote is the only vote of the holders of units of WMLP that is necessary under applicable Law, NYSE rules, and the consummation WMLP Partnership Agreement to adopt, approve and authorize this Agreement that has not been obtained as of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part date of Sellerthis Agreement. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the WMLP Parties and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the WMLP Parties enforceable against Seller the WMLP Parties in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityEquity Exception. (iib) The WMLP Conflicts Committee has unanimously (Ai) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Merger are fair in, or not opposed to, and in the best interests ofinterest of WMLP and the holders US-DOCS\87676517.23 of WMLP Common Units (other than Andeavor, MediVision the TMLP Parties, WMLP GP and its shareholders; their respective Affiliates), (IIii) approved and declared advisable this Agreement and the transactions contemplated hereby; , including the Merger, and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (Iiii) resolved to recommend approval that the holders of WMLP Common Units approve the Merger and adopt this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders WMLP Common Units by written consent for their approval; and (II) received adoption. Following such approval from the BDO Fairness OpinionWMLP Conflicts Committee, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewWRSW, as the sole member of WMLP GP, executed and delivered the date of such opinion, to MediVisionWMLP GP Member Consent.

Corporate Authority; Approval and Fairness. (i) Seller has all requisite corporate power The execution and authority to execute, deliver and perform its obligations under delivery of this Agreement by the Company and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate Board of Directors of the transactions contemplated hereby and thereby Company and no other corporate proceedings on the part of Seller the Company are necessary to authorize or approve this Agreement or any Seller Document to which it is a party Agreement, or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (ii) (A) Each of the audit committee and the board of directors of MediVision hasthan: (Ii) unanimously determined that this Agreement the approval and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved adoption of this Agreement and the transactions contemplated hereby; , including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (Bii) the board approval of directors the Articles of MediVision has: (I) Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Agreement and the transactions contemplated hereby to Articles of Amendment by the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the general meeting of MediVision’s shareholders Shareholders for their approval; . The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (IIii) received above. This Agreement and the BDO Fairness OpinionOther Agreements to which the Company is a party have been duly executed and delivered by the Company and (assuming the valid authorization, to the effect that the consideration to be received execution and delivery of such agreement by MediVision under this Agreement is fair from each other party thereto) each constitutes a financial point of view, as valid and binding agreement of the date Company, enforceable against the Company in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of such opinion, general applicability relating to MediVisionor affecting creditors' rights or by principles governing the availability of equitable remedies (the "Bankruptcy Exception").

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and thereby and no the other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance subject only to approval of this Agreement and each by the affirmative vote or consent of holders of a majority of the Seller Documents and outstanding Company Common Shares entitled to vote on such matter (the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller“Requisite Company Vote”). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesby Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityequity (the “Bankruptcy and Equity Exception”). (ii) As of the date of this Agreement, the Conflicts Committee has, acting in good faith, unanimously (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement hereby, including the Merger, are fair and reasonable to, and in the best interests interest of, MediVision the Company and its shareholders; the Public Shareholders, (IIB) approved this Agreement and the transactions contemplated hereby; , including the Merger, and (IIIC) made all other affirmative determinations required to be made by it in connection with recommended that the Company Board approve this Agreement and the transactions contemplated hereby under hereby, including the Israeli Companies Law; Merger. (iii) As of the date of this Agreement, the Company Board, upon the recommendation of the Conflicts Committee, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair and reasonable to, and are in the best interest of, the Company and the holders of Company Common Shares, (B) approved this Agreement and the board of directors of MediVision has: transactions contemplated hereby, including the Merger, (IC) resolved to recommend approval of this Agreement by the Members, and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”D) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Company Common Shares for their approval; and (II) received the BDO Fairness Opinion, approval by written consent pursuant to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as Section 11.10 of the date of such opinion, to MediVisionCompany Agreement.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Transactions, documentsubject only, instrument or certificate contemplated by with respect to the Merger, to adoption of this Agreement by the holders of 90% or to be executed by Seller in connection with the consummation more of the transactions contemplated by this Agreement outstanding shares of Common Stock (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Special Committee has unanimously (with one member absent) adopted resolutions (A) Each determining that the terms of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by Transactions are fair to and in the best interest of the Company and the holders of the Public Shares, (B) approving and declaring advisable this Agreement and the Transactions, and (C) making the Special Committee Recommendation. (iii) The Company Board, based on the Special Committee Recommendation, has adopted resolutions (A) determining that the terms of this Agreement and the Transactions are fair to, to and in the best interests ofof the Company and the holders of the shares of Public Shares, MediVision (B) approving and its shareholders; (II) approved declaring advisable this Agreement and the transactions contemplated hereby; Transactions, and (IIIC) made all other affirmative determinations required to be made by it in connection with this Agreement and making the transactions contemplated hereby under the Israeli Companies Law; and Company Board Recommendation. (Biv) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) The Special Committee has received the BDO Fairness Opinionwritten opinion of its financial advisor, Credit Suisse Securities (USA) LLC (“Credit Suisse”), to the effect that that, subject to the consideration assumptions, qualifications, limitations and other matters stated therein, the $73.50 per share of Common Stock to be received by MediVision under this Agreement the holders of the Common Stock in the Offer and the Merger, is fair from a financial point of viewview to such holders, as other than Parent and its affiliates, a copy of which opinion will promptly be delivered to Parent, it being agreed that Parent and its affiliates (not including the date of Special Committee) have no right to rely on such opinion, to MediVision.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementAgreement, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated by this Agreement outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that this Agreement and the transactions contemplated by this Agreement are Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; (II) stockholders, approved this Agreement, declared advisable this Agreement and the Merger and the other transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and resolved to recommend adoption of this Agreement to the transactions contemplated hereby under holders of Shares (the Israeli Companies Law; and “Company Recommendation”), (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; adoption and (IIC) received the BDO Fairness Opinionopinion of its financial advisor, Mxxxxx Sxxxxxx & Co. Incorporated, to the effect that that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by MediVision under this Agreement the holders of the Shares in the Merger is fair fair, from a financial point of view, as of the date of such opinion, to MediVisionsuch holders, a copy of which opinion has been delivered to Parent. The board of directors of the Company has taken all action necessary to ensure that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the Merger or the other transactions contemplated hereby.

Corporate Authority; Approval and Fairness. (i) Seller Parent has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement and, deliver subject only to the affirmative vote of a majority of the votes cast by the holders of the outstanding shares of Parent Common Stock (provided that at least a majority of Parent Common Stock issued and outstanding and entitled to vote at the Parent Meeting is present in person or represented by proxy at such meeting) (the “Parent Requisite Vote”) approving each of the Parent Proposals, to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerArrangement. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of SellerParent, enforceable against Seller Parent in accordance with its respective terms, except to the extent enforceability may be subject to applicable (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and remedies generally, and subject, as to enforceability, to (B) general equitable principles of equity(whether considered in a proceeding in equity or at law). (ii) The Board of Directors of Parent has: (A) Each of the audit committee and the board of directors of MediVision has: (I) determined unanimously determined that this Agreement and the transactions contemplated by this Agreement and the Arrangement are fair to, advisable and in the best interests of, MediVision and its shareholdersof the Parent Common Stockholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinionan opinion from its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that that, as of the consideration date hereof and based upon and subject to be received by MediVision under this Agreement the matters set forth therein, the Exchange Ratio is fair from a financial point of view, as view to Parent; and (C) determined to recommend that the Parent Common Stockholders vote in favor of each of the date Parent Proposals. (iii) Prior to the Effective Time, subject to the Parent Requisite Vote, Parent will have taken all necessary action to permit it to issue the number of such opinionshares of Parent Common Stock required to be issued pursuant to this Agreement and the Arrangement. The Parent Common Stock, when issued (A) in accordance with this Agreement and the Arrangement, (B) upon the exercise of options issued in exchange for Company Options pursuant to MediVisionthis Agreement and the Arrangement or (C) upon the vesting of restricted stock units with respect to Parent Common Stock issued in exchange for Company RSUs pursuant to this Agreement and the Arrangement will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when so issued as described in clause (A) of the preceding sentence, will be exempt from registration under the Securities Act and registered or exempt from registration under any applicable state securities or “blue sky” Laws.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementthe Shareholder Support Agreement, documentsubject, instrument or certificate contemplated by in the case of this Agreement or only to be executed by Seller in connection with the consummation obtaining approval and adoption of the transactions contemplated by this Agreement and the Merger by the Company’s shareholders (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder ) and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this AgreementMerger. The execution, delivery and performance of this This Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby Shareholder Support Agreement have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitute valid and binding obligations agreements of Seller, the Company enforceable against Seller the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that adopted this Agreement and approved the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement Merger and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under and resolved to transmit a recommendation to the Israeli Companies Law; holders of the Shares that such holders approve this Agreement (the “Company Recommendation”) and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders the Shares for their approval; and (II) . A special committee of the Board of Directors has received the BDO Fairness Opinionopinion of its financial advisor, Rxxxxxx Jxxxx & Associates, Inc., to the effect that the consideration Per Share Merger Consideration to be received in the Merger by MediVision under this Agreement the non-management holders (i.e. all holders except Parent, Parent’s Subsidiaries, E. Xxxxxx Wxxxxx, Xxxxxxx H. Xxxxxx, M. Cxxxxxx Xxxxxx Xxxxxxx, Sxxxxxx X. Xxxxxx, and H.X. Xxxxxx, III) of the Shares is fair from a financial point of viewfair, as of the date of such opinion, to MediVisionsuch holders. It is agreed and understood that such opinion is for the benefit of special committee of the Company’s Board of Directors and may not be relied on by Parent or Merger Sub. (iii) The Major Shareholders and the Company have executed and delivered to Parent and Merger Sub the Shareholder Support Agreement and the Major Shareholders and the Company have executed and delivered to Holdco the Contribution Agreement. (iv) Each McApple Shareholder has executed and delivered to Holdco the contribution agreement (the “McApple Agreement”) substantially in the form set forth in Annex F. As of the Effective Time, Holdco will directly or indirectly own 100% of the equity interests of McApple. (v) Each of the Persons listed on Schedule III has executed and delivered to the Company an Employment Agreement which will be effective on the Closing. (vi) Birchwood LLC, Rxxxxxxx LLC, Greenbrier Petroleum Company and Rxxxxxx Realty Company have executed an agreement by which Greenbrier Petroleum Company and Rxxxxxx Realty Company have resigned as partners of Hillcrest Associates and Birchwood LLC and Rxxxxxxx LLC have survived as partners of Hillcrest Associates. (vii) E. Xxxxxx Wxxxxx has executed and delivered to the Company a letter of resignation from the board of directors of PrimeEnergy Corporation which will be effective on the Closing, which letter has been accepted and agreed to by the Company, and is attached hereto as Annex H.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and each other agreementsubject only, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the case of the consummation of the transactions contemplated by Merger, to approval of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter (the “Seller Documents”"Requisite Company Vote"), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, constitutes a legal, valid and binding obligations agreement of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equitable principles of equity(collectively, the "Bankruptcy and Equity Exception"). (ii) (A) Each of the audit committee and the The board of directors of MediVision the Company has: (IA) unanimously determined that this Agreement the Merger and the transactions contemplated by this Agreement Voting Agreements are fair to, to and in the best interests of, MediVision of the Company and its shareholders; (II) approved stockholders, has adopted and declared advisable this Agreement Agreement, the Voting Agreements and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the other transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) has resolved to recommend approval of this Agreement and the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement to the holders of Shares (the "Company Recommendation"); (B) authorized and approved the execution, delivery and performance of this Agreement, the Voting Agreements and the transactions contemplated hereby to the general meeting of MediVision’s shareholders hereby, (the “MediVision Recommendation”C) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approvalapproval of the "agreement of merger" contained in this Agreement at a stockholders' meeting duly called and held for such purpose; (D) taken all actions necessary to provide that restrictions applicable to business combinations contained in Section 203 of the DGCL are not, and will not be, applicable to the Merger; (E) irrevocably resolved to elect, to the extent permitted by Law, for the Company not to be subject to any Takeover Statute; and (IIF) received the BDO Fairness Opinion, a written opinion of its financial advisor to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewthat, as of the date of such opinion, the consideration to MediVision.be received by the holders of the Shares in the Merger is fair from a financial point of view to such holders (it being agreed and understood that such opinion is solely for the benefit of the

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate, document, instrument or certificate contemplated by subject only to approval of this Agreement by the holders of a majority of the outstanding Company Shares (the “Company Shareholder Approval”) if required, the Merger; and the Company Shareholder Approval (if required by applicable Law) is the only vote of the holders of any class or series of capital stock of Company that is necessary under applicable Law and the Company’s articles of incorporation and bylaws to be adopt this Agreement and consummate the Merger. This Agreement has been duly executed and delivered by Seller the Company and, assuming the due execution and delivery by Buyer and Merger Sub, is a valid and binding agreement of the Company enforceable against the Company in connection accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the consummation “Bankruptcy and Equity Exception”). The Board of Directors of the Company at a meeting duly called and held prior to the date hereof, has, upon the terms and subject to the conditions set forth herein, adopted, unanimously by all directors in attendance, resolutions: (i) determining that this Agreement is advisable and in the best interest of the Company and its shareholders; (ii) determining that this Agreement and the transactions contemplated by this Agreement hereby, including the Offer and the Merger, taken together, are at a price and on terms that are fair to and in the best interests of the Company and the holders of Company Shares; (iii) approving the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby (including the Offer and thereby have been duly authorized the Merger), which approval, to the extent applicable, constituted approval under the provisions of Sections 14-2-1110 et seq. and approved by all requisite corporate action on the part of Seller14-2-1131 et seq. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each GBCC as a result of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (ii) (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved which this Agreement and the transactions contemplated hereby; , including the Offer and the Merger, are not and will not be subject to the provisions of, or any restrictions under, the provisions of Sections 14-2-1110 et seq. and 14-2-1131 et seq. of the GBCC; (IIIiv) made all other affirmative determinations resolving to recommend that the holders of Company Shares accept the Offer, tender their Company Shares to Merger Sub pursuant to the Offer and, if required to be made by it in connection with applicable Law, approve and adopt this Agreement and the transactions contemplated hereby under the Israeli Companies Law; Merger and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed directing that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Company Shares for their approval; and (v) electing that the Offer and (II) received the BDO Fairness OpinionMerger, to the effect extent of the power and authority of the Board of Directors of the Company and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws of any jurisdiction that the consideration may purport to be received by MediVision under applicable to this Agreement is fair from a financial point of viewor the Tender Agreement (collectively, as (i) through (v) are referred to as, the “Company Recommendation”). The Company hereby consents to the inclusion of the date of such opinionforegoing determinations, to MediVisionapprovals, recommendations and elections in the Offer Documents.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and each other agreementto consummate, document, instrument or certificate contemplated by this Agreement or subject only to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance approval of this Agreement and each by the holders of a majority of the Seller Documents and outstanding Shares (the consummation of "Company Requisite Vote"), the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming Assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesby Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, this Agreement is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equity principles of equity. (ii) (A) Each of the audit committee "Bankruptcy and the Equity Exception"). The board of directors of MediVision has: the Company (IA) has unanimously determined that adopted this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) has received the BDO Fairness Opinionopinion of its financial advisor, Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx"), to the effect that the consideration to be received by MediVision under this Agreement the holders of the Shares in the Merger is fair to such holders from a financial point of view, as a copy of which opinion has been delivered to Parent. (ii) Each of the date Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform (in the case of such opinionconsummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummate, subject only to any shareholder approval necessary to permit the issuance of the shares of Parent Common Stock required to be issued pursuant to Article IV (the "Parent Requisite Vote"), the Merger. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement is a valid and binding agreement of Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement is a valid and binding agreement of Merger Sub enforceable against Merger Sub in accordance with its terms. The Boards of Directors of Parent and Merger Sub (A) have adopted this Agreement and (B) have received the opinion of Parent's financial advisor, Warburg Dillon Read LLC, to MediVisionthe effect that the consideration to be paid by Parent to the holders of Shares in the Merger is fair to Parent from a financial point of view. Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of shares of Parent Common Stock required to be issued pursuant to Article IV. The Parent Common Stock, when issued, will be validly issued, fully paid and nonassessable, and no shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when issued, will be registered under the Securities Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") and registered or exempt from registration under any applicable state securities or "blue sky" laws.

Corporate Authority; Approval and Fairness. (i) Seller Subject to the vote of holders of capital stock of OIS necessary to approve (A) the issuance of OIS Common Stock as contemplated by this Agreement, (B) the Merger, and (C) the OIS Articles Amendments and the OIS Amended and Restated Bylaws, and to the adoption of this Agreement by OIS as the sole stockholder of Merger Sub, each of OIS and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and each all ancillary agreements, schedules, appendices and other agreement, document, instrument documents attached thereto or certificate contemplated by this Agreement or to be executed by Seller entered into in connection with therewith to which OIS is a party, including, but not limited to, the consummation of Voting Agreement, the transactions contemplated by this Registration Rights Agreement, and the ROFR Agreement (collectively, the “Seller DocumentsAgreements”), to perform its respective obligations hereunder and thereunder ) and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part thereby. Each of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have such Agreements has been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller OIS and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Sellersuch corporation, and, where applicable, Merger Sub, enforceable against Seller each of them in accordance with its respective terms, subject to applicable bankruptcythe Bankruptcy and Equity Exception. The requisite vote of the shareholders of OIS to approve the Merger and the Agreements (which vote is also sufficient to approve the other actions referred to above) is the affirmative vote of the holders of at least 75% of the outstanding shares of OIS Common Stock, insolvencyincluding the affirmative vote of the holders of a majority of such shares that are not beneficially owned by any Interested Shareholder or any Affiliate of any Interested Shareholder, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generallyas such terms are used in OIS’s Articles of Incorporation, and subjectthe requisite vote of the shareholders of Merger Sub to approve the Merger and the Agreements (which vote is also sufficient to approve the other actions referred to above) is the affirmative vote of the holders of at least 50% of the outstanding shares of Merger Sub (collectively, as to enforceability, to general principles of equitythe “Requisite OIS Vote”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: OIS has (IA) unanimously determined that this Agreement the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision OIS and its shareholders; (II) , approved this Agreement and the Merger and the other transactions contemplated hereby; hereby and (III) thereby, and made all other affirmative determinations required to be made by it in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby under the any applicable Israeli Companies Law; , and (B) the board of directors of MediVision has: (I) resolved to recommend approval that holders of OIS Common Stock vote in favor of the Merger, the issuance of OIS Common Stock necessary to consummate the Merger, the Articles Amendments, the Amended and Restated Bylaws, and the other transactions contemplated by this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (collectively, the “MediVision OIS Recommendation”) ), and directed that this Agreement the same be submitted to the general meeting holders of MediVision’s shareholders the outstanding shares of OIS Common Stock for their approval; and , (IIB) received the BDO Fairness Opinionopinion of its financial advisor, Westwood Capital LLC, to the effect that the consideration to be received by MediVision under this Agreement Merger is fair to the public shareholders of OIS from a financial point of view, a copy of which opinion has been delivered to MediVision (it being agreed and understood that such opinion is for the benefit of OIS’s board of directors and special committee thereof and may not be relied on by MediVision). When issued in accordance with the terms of this Agreement, the OIS Common Stock issued as a result of the date Merger will be duly authorized, validly issued, fully paid and nonassessable, free and clear of such opinion, all Liens and not subject to MediVisionpreemptive rights other than those granted to the Principal MediVision Shareholders as set forth in the ROFR Agreement.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority to enter into and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Merger, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated by this Agreement outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations obligation of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) As of the date of this Agreement, the Board of Directors of the Company has (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement hereby are fair to, to and in the best interests of, MediVision of the Company and its shareholders; stockholders, (IIB) approved and declared advisable this Agreement Agreement, the Merger and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (BC) the board of directors of MediVision has: (I) resolved resolved, subject to Section 6.2, to recommend approval that the holders of Shares adopt this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (such recommendation, the “MediVision Company Recommendation”) and ), and, subject to Section 6.4, directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; and (II) adoption. The Board of Directors of the Company has received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, dated the date hereof, to the effect that that, based upon and subject to the consideration to be received by MediVision under this Agreement assumptions, qualifications and limitations set forth in the opinion, the Per Share Merger Consideration is fair fair, from a financial point of view, as of the date of such opinion, to MediVisionthe holders of Shares (other than any of the Parent Affiliates, as defined therein). It is agreed and understood that such opinion is for the benefit of the Board of Directors of the Company and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement and the Voting Agreements, deliver and to perform its obligations under this Agreement and each other agreementthe Voting Agreements, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated hereby and thereby and no other corporate proceedings on thereby, subject only to the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerRequisite Company Stockholder Approvals. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesby Parent, Merger Sub and each of the Seller Documents when so executed and delivered will constituteMerger Sub II, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) The Company Board, acting upon the Special Committee Recommendation, has (i) (A) Each determined that it is fair to and in the best interests of the audit committee Company and the board holders (other than Parent, Merger Sub, Merger Sub II and any of directors Parent’s other direct or indirect wholly owned Subsidiaries) of MediVision has: (I) unanimously determined that Shares for the Company to enter into this Agreement and declared this Agreement and the transactions contemplated by this Agreement are fair toadvisable, and in the best interests of, MediVision and its shareholders; (IIB) approved adopted this Agreement and approved the execution, delivery and performance of this Agreement by the Company and the consummation of the Mergers and the other transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (IC) resolved to recommend approval adoption of this Agreement and approval of the Mergers and the other transactions contemplated hereby to by this Agreement by the general meeting holders of MediVision’s shareholders Shares (the “MediVision Company Recommendation”) and (ii) directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares entitled to vote for their approval; adoption of this Agreement and approval of the Mergers and the other transactions contemplated by this Agreement. The Special Committee has (IIi) been duly established, (ii) received an opinion of Centerview Partners LLC, the BDO Fairness OpinionSpecial Committee’s financial advisor (the “Special Committee Financial Advisor”), to the effect that the consideration to be received by MediVision under this Agreement Merger Consideration is fair fair, from a financial point of view, as of the date of such opinionopinion and subject to the limitations, qualifications and assumptions set forth therein, to MediVisionthe holders of Shares (other than Excluded Shares and Shares that are subject to Company Restricted Share Awards) and as of the date of this Agreement such opinion has not been withdrawn, revoked or modified, (iii) determined that it is fair to and in the best interests of the Company and the holders (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries) of Shares for the Company to enter into this Agreement and (iv) recommended to the Company Board that the Company Board make the Company Recommendation. A copy of such opinion has been delivered to Parent solely for informational purposes promptly following the execution of this Agreement and it is understood and agreed that such opinion of the Special Committee Financial Advisor may not be relied upon by Parent, Merger Sub or Merger Sub II.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Transactions, documentsubject only, instrument or certificate contemplated by this Agreement or with respect to be executed by Seller in connection with the consummation of the transactions contemplated Merger, if required by the DGCL, to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of constitutes the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations agreement of SellerParent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by the unanimous vote of all directors of the Company (A) Each of the audit committee approving and the board of directors of MediVision has: (I) unanimously determined that declaring advisable this Agreement and the Offer, the Merger, the Top-Up Option and the other transactions contemplated by hereby (collectively, the “Transactions”) in accordance with the requirements of the DGCL, (B) determining that the terms of the Offer, this Agreement Agreement, the Merger and the other Transactions are fair to, to and in the best interests ofof the Company and to the holders of the Shares and (C) recommending that the holders of Shares accept the Offer, MediVision and its shareholders; (II) approved tender their Shares into the Offer and, to the extent required by applicable Law to consummate the Merger, vote their Shares in favor of adopting this Agreement (such recommendation, the “Company Recommendation”), and, as of the date hereof, none of the aforesaid actions by the Company Board have been amended, rescinded or modified. Assuming the accuracy of the representations and warranties set forth in Section 4.2(h), the transactions contemplated hereby; Company Board has taken all actions necessary so that Parent and (III) made all other affirmative determinations required to Merger Sub will not be made prohibited by it Section 203 of the DGCL from consummating the Transactions in connection with this Agreement and the transactions manner contemplated hereby under and to ensure that Section 203 of the Israeli Companies Law; DGCL will not impose any additional procedural, voting, approval or other restrictions on the timely consummation of the Transactions or restrict, impair or delay the ability of (x) Parent or Merger Sub to engage in any of the Transactions with the Company or (y) Parent or Merger Sub, following the Acceptance Time and (B) subject to the board of directors of MediVision has: (I) resolved to recommend approval other provisions of this Agreement and Agreement, to vote or otherwise exercise all rights as a stockholder of the transactions contemplated hereby Company. No other state takeover statute applies to this Agreement, the general meeting of MediVision’s shareholders Merger or the other Transactions. (the “MediVision Recommendation”iii) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) The Company Board has received the BDO Fairness Opinionoral opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. LLC, to the effect that that, as of the date hereof, the consideration to be received by MediVision under this Agreement the holders of the Shares in the Offer and the Merger is fair from a financial point of viewview to such holders. A written version of such opinion will be delivered to Parent promptly following its receipt by the Company, as it being agreed and understood that such opinion is for the benefit of the date of such opinion, to MediVisionCompany Board and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement and, deliver subject only to adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Requisite Vote”), to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that the Merger is in the best interests of the Company and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by Merger and resolved to recommend adoption of this Agreement are fair toto the holders of Shares (the “Company Recommendation”), and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; adoption and (IIC) received the BDO Fairness Opinionopinion of its financial advisors, Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, to the effect that the consideration Per Share Merger Consideration to be received by MediVision under this Agreement the holders of Shares in the Merger is fair from a financial point of view, as of the date of such opinionopinions, to MediVisionsuch holders. It is agreed and understood that such opinions are for the benefit of the Company’s board of directors and may not be relied on by Parent or Merger Sub. The board of directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The representations and warranties set forth in this Section 5.1(c) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to the Amended and Restated Agreement as of the Execution Date.

Corporate Authority; Approval and Fairness. (i) Seller Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller Parent and (assuming the due authorization, execution Merger Sub and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of SellerParent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityEquity Exception. (ii) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, (A) Each as of the audit committee February 27, 2005 and the board as of directors of MediVision has: May 1, 2005, has unanimously (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (IIi) approved this Agreement and (ii) determined to cause Parent, as the transactions contemplated hereby; sole member of Merger Sub, to approve and (III) made all other affirmative determinations required to be made by it in connection with adopt this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) has received the BDO Fairness Opinionwritten opinions of its financial advisor, IFL Capital LLC (“IFL”), dated February 27, 2005 and May 1, 2005, to the effect that the consideration to be received paid by MediVision under this Agreement Parent to holders of the Shares in the Merger is fair fair, from a financial point of view, as of the date of such opinion, to MediVisionParent. It is agreed and understood that such opinion is for the benefit of the Parent Board and may not be relied on by the Company. (iii) The affirmative vote of Parent, as the sole equity holder of outstanding membership interests of Merger Sub, is the only vote of the holders of any class or series of Merger Sub equity necessary to approve the Merger. The managers of Merger Sub (by unanimous written consent) have approved and adopted this Agreement and the transactions contemplated hereby, including the Merger. (iv) Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of shares of Parent Common Stock required to be issued pursuant to Article IV. The Parent Common Stock, when issued, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when issued, will be registered under the Securities Act and Exchange Act and registered or exempt from registration under any applicable state securities or “blue sky” laws.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement and, deliver subject only to adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Requisite Vote”), to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that the Merger is in the best interests of the Company and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by Merger and resolved to recommend adoption of this Agreement are fair toto the holders of Shares (the “Company Recommendation”), and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; adoption and (IIC) received the BDO Fairness Opinionopinion of its financial advisors, Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, to the effect that the consideration Per Share Merger Consideration to be received by MediVision under this Agreement the holders of Shares in the Merger is fair from a financial point of view, as of the date of such opinionopinions, to MediVisionsuch holders. It is agreed and understood that such opinions are for the benefit of the Company’s board of directors and may not be relied on by Parent or Merger Sub. The board of directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and thereby validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller the Company are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions so contemplated by this Agreement. The execution, delivery and performance (other than the approval of this Agreement and each by the holders of at least two-thirds of the Seller Documents outstanding Common Shares entitled to vote in accordance with the TBCA and the consummation Company's articles of incorporation and bylaws (the "Company Requisite Vote")). The board of directors of the transactions contemplated hereby Company has unanimously determined, as of the date of this Agreement, that it is advisable and thereby have been duly authorized in the best interest of the Company's shareholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that this Agreement be approved by all requisite corporate action on the part shareholders of Sellerthe Company. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constituteas applicable, constitutes a legal, valid and binding obligations obligation of Sellerthe Company, enforceable against Seller in accordance with its respective terms, except that enforcement hereof may be subject to applicable or limited by (i) bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereafter in effect, moratorium and similar Laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity. (ii) (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) ). The Company has received the BDO Fairness Opinionopinion of its financial advisor, Morgan Stanley & Co. Incorporated ("Morgan Stanley"), to the effect that efxxxx xhxx xx xf the consideration to be received by MediVision under this Agreement date hereof, the Xxxxxnxx Xxxxo is fair to holders of Common Shares from a financial point of view, as a true and correct copy of the date of such opinion, which will be furnished to MediVisionParent.

Corporate Authority; Approval and Fairness. (i) Seller Assuming the accuracy of the representation set forth in Section 5.2(k) of this Agreement, the Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Merger, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated by this Agreement outstanding Company Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsCompany Requisite Vote”), . The holders of the Company Warrants have consented to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on treatment of the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions Company Warrants contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company (A) Each of the audit committee and the board of directors of MediVision has: (I) has unanimously determined that this Agreement and the transactions contemplated by this Agreement are Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; (II) stockholders, approved and declared advisable this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the other transactions contemplated hereby under and thereby and resolved to recommend adoption of this Agreement to the Israeli Companies Law; and holders of the Company Shares (the “Company Recommendation”), (B) received the board opinion of directors its financial advisor, UBS Securities LLC, dated as of MediVision has: (I) resolved to recommend approval the date of this Agreement and the transactions contemplated hereby Agreement, to the general meeting effect that the Merger Consideration to be received by the holders of MediVisionCompany Shares in the Merger is fair to such holders from a financial point of view; it being understood that such opinion is for the benefit of the Company’s shareholders Board of Directors and may not be relied upon by Parent or Merger Sub, and (the “MediVision Recommendation”C) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Company Shares for their approval; and . Assuming the accuracy of the representation set forth in Section 5.2(k) of this Agreement, the Board of Directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (IIin each case as such term is used in Section 203 of the DGCL) received as a result of the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under execution of this Agreement is fair from a financial point of view, as or the Support Agreement or the consummation of the date of such opinion, to MediVisiontransactions in the manner contemplated hereby or thereby.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection accordance with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder terms hereof and to consummate the transactions contemplated hereby Merger and thereby and no any other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement, subject only to the Requisite Company Stockholder Approvals. The executionExcept for the Requisite Company Stockholder Approvals, delivery no other corporate action by the Company (other than, in the case of the Merger, the filing of the Delaware Certificate of Merger and performance the other documents as required by DGCL) or vote of holders of any class of the capital stock of the Company is necessary to approve and adopt this Agreement and each of to consummate the Seller Documents Merger and the consummation of the other transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Sellerhereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Special Committee has unanimously (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that the terms of this Agreement and the transactions contemplated by this Agreement hereby, including the Merger, are fair to, and in the best interests of, MediVision the Company and its shareholders; the Unaffiliated Stockholders, (IIB) approved determined that it is in the best interests of the Company and the Unaffiliated Stockholders and declared it advisable to enter into this Agreement and (C) recommended that the Company Board approve and authorize this Agreement and the Merger; (iii) The Company Board (acting on the recommendation of the Special Committee) has by unanimous vote of the Non-Recused Directors (A) determined that the terms of this Agreement and the transactions contemplated hereby; , including the Merger, are fair to, and (III) made all other affirmative determinations required in the best interests of, the Company and its stockholders, that it is in the best interests of the Company and its stockholders and declared it advisable to be made enter into this Agreement, approved the execution and delivery by it in connection with the Company of this Agreement Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Merger and any other transactions contemplated hereby under upon the Israeli Companies Law; terms and subject to the conditions contained herein, (B) the board of directors of MediVision has: (I) resolved to recommend approval that the stockholders of the Company vote to approve this Agreement, in each case on the terms and subject to the conditions set forth in this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Company Recommendation”), which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, and (C) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; and (II) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, to MediVisionadoption.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Merger, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated by this Agreement outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsRequisite Company Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that this Agreement and the transactions contemplated by this Agreement are Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; (II) stockholders, approved and declared advisable this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the other transactions contemplated hereby under and resolved to recommend adoption of this Agreement to the Israeli Companies Law; and holders of Shares (the “Company Recommendation”), (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; adoption and (IIC) received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxxx, Xxxxx & Co., to the effect that the consideration to be received by MediVision under this Agreement Per Share Merger Consideration is fair from a financial point of view, as of the date of such opinion, to MediVisionsuch holders (other than Parent and its Subsidiaries) of Shares. It is agreed and understood that such opinion is for the benefit of the Company’s board of directors and may not be relied upon by Parent or Merger Sub. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 5.2(g), the board of directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority to executeenter into and has taken all corporate action necessary to execute and deliver this Agreement and, deliver if required by applicable Law, subject only to, assuming the representations and warranties of Parent and Merger Sub set forth in Section 6.2(h) are true and correct, adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders’ meeting (the “Company Requisite Vote”), to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of including the Seller Documents Offer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations obligation of Seller, the Company enforceable against Seller it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) As of the date of this Agreement, by resolutions duly adopted at meetings duly called and held, which resolutions have not been rescinded, modified or withdrawn as of the time of the execution and delivery of this Agreement, by vote of those directors present, (A) Each each of the audit committee Special Committee and the board Board of directors Directors of MediVision has: (I) unanimously the Company has determined that this Agreement the Offer and the transactions contemplated by this Agreement Merger are fair to, and in the best interests of, MediVision the Company and its shareholders; (II) stockholders, approved and declared advisable this Agreement Agreement, the Offer and the Merger and the other transactions contemplated hereby; , and (III) made all other affirmative determinations has resolved, subject to Section 7.2(e), to recommend holders of Shares accept the Offer, tender their shares into the Offer and, if required to be made by it in connection with applicable Law, adopt this Agreement and (such recommendation, including the transactions contemplated hereby under Special Committee recommendation, the Israeli Companies Law; “Company Recommendation”), and (B) the board Board of directors Directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby Company has directed that, to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that extent required by applicable Law, this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; adoption at a stockholders’ meeting duly called and (II) held for such purpose. As of the date of this Agreement, the Board of Directors of the Company has received the BDO opinion of each of Xxxxxxx Xxxxx & Co. and Xxxxxxxxx & Co., Inc. (such opinions, the “Fairness OpinionOpinions”), to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewthat, as of the date of such opinion, and based upon and subject to MediVisionthe factors and assumptions set forth therein, the $5.50 in cash to be received in the Offer and the Merger by holders of Shares is fair, from a financial point of view, to such holders. It is agreed and understood that such opinion is for the benefit of the Company’s Board of Directors and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (i) Seller Stratex has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and thereby and no the other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document Transactions to which it is a party or (collectively, the “Stratex Transactions”), in each case subject only to consummate the transactions contemplated by this Agreement. The execution, delivery and performance adoption of this Agreement and each by the affirmative vote of the Seller Documents and the consummation holders of a majority of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on outstanding shares of Stratex Common Stock (the part of Seller“Stratex Requisite Vote”). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and legally binding obligations obligation of Seller, Stratex enforceable against Seller Stratex in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) At a meeting duly called and held prior to execution of this Agreement, the Stratex Board unanimously adopted resolutions (A) Each of the audit committee approving, adopting and the board of directors of MediVision has: (I) unanimously determined that declaring advisable this Agreement and the transactions contemplated by this Agreement Transactions and determining that the terms of the Transactions are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement Stratex and the transactions contemplated hereby; and holders of Stratex Common Stock (IIIcollectively, the “Board Approval”) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) recommending that the board holders of directors of MediVision has: (I) resolved Stratex Common Stock vote to recommend approval of adopt this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Board Recommendation”). Such resolutions are sufficient to cause Section 203 of the DGCL not to apply to any of Hxxxxx, Newco or Merger Sub with respect to any of the Transactions or any other transaction following the Closing. (iii) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) The Stratex Board has received the BDO Fairness Opinionwritten opinion of its financial advisor, Bear, Sxxxxxx & Co. Inc. (“Bear Sxxxxxx”), dated as of the date of this Agreement, to the effect that that, on the consideration basis of and subject to be received by MediVision under this Agreement the matters set forth therein and assuming the simultaneous consummation of the Contribution Transaction, as of such date the exchange of one share of Class A Common Stock for four (4) outstanding shares of Stratex Common Stock in the Merger is fair fair, from a financial point of view, as to the holders of the date Stratex Common Stock. A signed copy of such opinion, opinion has been delivered to MediVisionHxxxxx.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each to consummate the Merger and the other agreementTransactions, document, instrument or certificate contemplated by subject only to approval of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated by this Agreement total voting power of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Seller DocumentsRequisite Company Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) (A) Each At a meeting duly called and held prior to execution and delivery of the audit committee and this Agreement, the board of directors of MediVision has: the Company (IA) unanimously determined that the terms of this Agreement and the transactions contemplated by this Agreement Merger are fair to, and in the best interests of, MediVision the Company and its shareholders; (II) , approved and declared advisable this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the transactions contemplated hereby under the Israeli Companies Law; other Transactions and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting holders of MediVision’s shareholders Shares (the “MediVision Company Recommendation”), (B) and unanimously directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; approval as promptly as practicable, subject to the terms of this Agreement, and (IIC) received the BDO Fairness Opinionwritten opinion of its financial advisor, X.X. Xxxxxx Securities, LLC to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewthat, as of the date of such opinion, and based upon and subject to MediVisionthe various qualifications, assumptions and limitations set forth therein, the Per Share Consideration is fair from a financial point of view to such holders (other than Parent and its Subsidiaries), a copy of which opinion has been delivered to Parent promptly after the date of this Agreement, it being understood and agreed that such opinion is for the benefit of the Company’s board of directors and may not be relied upon by Parent or Merger Sub. As of the date hereof, none of the actions described in the immediately preceding sentence has been amended, rescinded or modified in any respect.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementAgreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary Merger, subject only to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance approval of this Agreement and each the Merger by the holders of a majority of the Seller Documents outstanding shares of Company Common Stock entitled to vote thereon (the “Company Voting Proposal”) and the consummation filing of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part Certificate of SellerMerger pursuant to Delaware Law. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, except as such enforceability may be subject to applicable Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ the rights of creditors and remedies generallyrules of Law governing specific performance, and subject, as to enforceability, to general principles of equityinjunctive relief or other equitable remedies. (iib) The Company Board acting unanimously, has (Ai) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Merger are fair to, and in the best interests of, MediVision the Company and its shareholders; the holders of Company Common Stock, (IIii) approved and adopted this Agreement and declared its advisability in accordance with the provisions of Delaware Law, (iii) resolved to recommend this Agreement and the transactions contemplated hereby; Merger to the holders of Company Common Stock for approval in accordance with Section 7.5 of this Agreement (the “Company Board Recommendation”) and (IIIiv) made all other affirmative determinations required to be made by it in connection with directed that this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement Merger be submitted to the general meeting holders of MediVision’s shareholders Company Common Stock for their approvalconsideration in accordance with this Agreement; and (II) provided, however, that any withdrawal, modification or qualification of the foregoing in accordance with Section 7.2 hereof shall not be deemed a breach of this representation. The Company Board has received the BDO Fairness Opinionopinion of its financial advisor, Bear, Sxxxxxx & Co. Inc., to the effect that (subject to the assumptions and qualifications set forth in such opinion) the consideration to be received by MediVision under this Agreement the holders of the shares of Company Common Stock in the Merger is fair from a financial point of viewfair, as of the date of such opinion, from a financial point of view to MediVisionsuch holders, a copy of which opinion has been delivered to Parent.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and thereby and no the other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance subject only to approval of this Agreement and each by (i) the affirmative vote of a majority of the Seller Documents outstanding Class A Shares entitled to vote at the Shareholders Meeting called and held for such purpose, (ii) the consummation affirmative vote of a majority of the transactions contemplated hereby outstanding Class B Shares entitled to vote at the Shareholders Meeting called and thereby have been duly authorized held for such purpose and approved by all requisite corporate action on (iii) the part affirmative vote of Sellera majority of the outstanding Class E Shares entitled to vote at the Shareholders Meeting called and held for such purpose (the “Requisite Company Vote”). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company Board were present, the Company Board duly adopted resolutions (which have not been rescinded, modified or withdrawn in any way) (Ai) Each of the audit committee approving and the board of directors of MediVision has: (I) unanimously determined declaring that this Agreement and the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision the Company and its shareholders; the Shareholders, (IIii) approved declaring that it is in the best interests of the Company and the Shareholders that the Company enter into this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and consummate the transactions contemplated hereby under on the Israeli Companies Law; terms and subject to the conditions set forth in this Agreement, (iii) approving the Voting Agreements, and (Biv) recommending, subject to Section 5.2, that the board of directors of MediVision has: (I) resolved to recommend approval of Shareholders approve the Merger and this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Company Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, to MediVision).

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementand, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with its stockholders by the consummation of the transactions contemplated by this Agreement (the “Seller Documents”)Company Requisite Vote, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on Merger. The Company Requisite Vote is the part only vote of Seller are the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement or any Seller Document to which it and the Merger. Under the Charter, Bylaws and applicable Law, the Company’s stockholders may provide the Company Requisite Vote by written consent in lieu of a stockholder meeting. The form of written consent attached hereto as Exhibit B is a party or to consummate the transactions contemplated by this Agreement. The execution, form sufficient for delivery and performance of this Agreement and each a valid stockholder approval of the Seller Documents Merger by written consent under the Charter, Bylaws and the consummation applicable Law. If Parent holds of record shares of Company capital stock representing a majority of the transactions contemplated hereby outstanding voting power of the then outstanding shares of Common Stock and thereby have been duly authorized and approved by all requisite corporate action on Series B Stock, voting together as a single class, at the part of Sellertime Parent executes a written consent in the form attached hereto as Exhibit B, such written consent will constitute the Company Requisite Vote. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityequity principles. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on February 21, 2007, unanimously (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Merger are fair to, to and in the best interests of, MediVision of the Company and its shareholders; stockholders (IIother than the Interested Stockholders), (B) approved recommended that the Company Board approve and declare advisable this Agreement and the transactions contemplated hereby; Merger and (IIIC) made all other affirmative determinations required resolved to be made recommend that the Company Board submit this Agreement for adoption by it in connection with the stockholders of the Company and recommend that such stockholders adopt this Agreement and approve the Merger and (iii) the Company Board, at a meeting thereof duly called and held on February 21, 2007, by the unanimous vote of those directors adopting the applicable resolutions, (A) determined that this Agreement and the transactions contemplated hereby under Merger are fair to and in the Israeli Companies Law; best interests of the Company and its stockholders (other than the Interested Stockholders), (B) the board of directors of MediVision has: (I) resolved to recommend approval of approved and declared advisable this Agreement and the transactions contemplated hereby Merger and (C) resolved to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that submit this Agreement be submitted to for adoption by the general meeting stockholders of MediVision’s shareholders for their approval; the Company and (II) received the BDO Fairness Opinion, to the effect recommend that the consideration to be received by MediVision under such stockholders adopt this Agreement is fair from a financial point of view, as of and approve the date of such opinion, to MediVisionMerger.

Corporate Authority; Approval and Fairness. (i) Seller Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementand, document, instrument or certificate contemplated by this Agreement or subject only to be executed by Seller in connection with the consummation approval of the transactions contemplated by this Agreement issuance of Parent Common Stock pursuant to the Merger (the “Seller DocumentsShare Issuance”) by the affirmative vote of the holders of a majority of the shares of Parent Common Stock present in person or by proxy at the Parent Stockholders Meeting at which the holders of at least a majority of the outstanding shares of Parent Common Stock are present in person or by proxy (the “Parent Stockholder Approval”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller Parent and (assuming the due authorization, execution Merger Sub and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of SellerParent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityEquity Exception. (ii) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, (A) Each as of the audit committee date of this Agreement, has unanimously (i) approved this Agreement, (ii) determined to cause Parent, as the sole member of Merger Sub, to approve and the board of directors of MediVision has: (I) unanimously determined that adopt this Agreement and (iii) recommended that Parent’s stockholders approve the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; Share Issuance and (B) has received the board written opinion of directors of MediVision has: its financial advisor, IFL Capital LLC (I) resolved to recommend approval “IFL”), dated the date of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness OpinionAgreement, to the effect that the consideration to be received paid by MediVision under this Agreement Parent to holders of the Shares in the Merger is fair fair, from a financial point of view, as of the date of such opinion, to MediVisionParent. It is agreed and understood that such opinion is for the benefit of the Parent Board and may not be relied on by the Company. Each director and executive officer of Parent who has a right to vote any shares of Parent Common Stock has represented to Parent his or her intention as of the date of this Agreement to vote such shares of Parent Common Stock in favor of the Share Issuance. (iii) The affirmative vote of Parent, as the sole equity holder of outstanding membership interests of Merger Sub, is the only vote of the holders of any class or series of Merger Sub equity necessary to approve the Merger. The managers of Merger Sub (by unanimous written consent) have approved and adopted this Agreement and the transactions contemplated hereby, including the Merger. (iv) Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of shares of Parent Common Stock required to be issued pursuant to Article IV. The Parent Common Stock, when issued, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when issued, will be registered under the Securities Act and Exchange Act and registered or exempt from registration under any applicable state securities or “blue sky” laws.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Transactions, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated by this Agreement outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming constitutes the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations agreement of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) The Company Board has (A) Each determined that the terms of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Merger are fair to, and in the best interests of, MediVision the Company and its shareholders; (II) holders of Shares, approved and declared advisable this Agreement, the Merger and the other Transactions and resolved, subject to Section 7.2 hereof, to recommend that the holders of Shares consummate the Merger and adopt this Agreement and (such recommendation, the transactions contemplated hereby; and (III“Company Recommendation”) made all other affirmative determinations required to be made and, as of the date hereof, none of such actions by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies LawCompany Board has been amended, rescinded or modified; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinionopinions of its financial advisors, X.X. Xxxxxx Chase & Co. and Centerview Partners LLC, to the effect that the consideration to be received by MediVision under this Agreement Per Share Merger Consideration is fair fair, from a financial point of view, as of the date of such opinionopinions, to MediVisionsuch holders (other than Parent and its Subsidiaries) of Shares. It is understood and agreed that such opinions are for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub; provided, however, the Company shall forward to Parent, solely for informational purposes, a copy of the written version of such opinions, promptly following the execution of this Agreement and in no event later than two (2) Business Days after the date of this Agreement. Assuming the accuracy of the representations and warranties set forth in Section 6.8, the Company Board has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the Transactions in the manner and to ensure that Section 203 of the DGCL will not impose any additional procedural, voting, approval, fairness or other restrictions on the timely consummation of the Transactions or restrict, impair or delay the ability of (i) Parent or Merger Sub to engage in any of the Transactions with the Company or (ii) Parent or Merger Sub, subject to the other provisions of this Agreement, to vote or otherwise exercise all rights as a holder of Shares.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Merger, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated votes that can be cast by this Agreement holders of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsRequisite Company Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) The Company Board has (A) Each of the audit committee and the board of directors of MediVision has: (Ii) unanimously determined that this Agreement and the transactions contemplated by this Agreement are Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; (II) stockholders, approved and declared advisable this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the other transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval adoption of this Agreement and the transactions contemplated hereby to the general meeting holders of MediVision’s shareholders Shares (the “MediVision Company Recommendation”), (ii) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; adoption and (IIiii) received the BDO Fairness Opinionopinion of its financial advisor, Evercore, to the effect that the consideration to be received by MediVision under this Agreement Per Share Merger Consideration is fair from a financial point of view, as of the date of such opinionopinion and subject to the limitations and qualifications therein, to MediVisionthe holders (other than Parent and its Subsidiaries) of Shares. The Company Board has taken all action so that neither Parent nor any of its Affiliates will be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the Voting Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this the Voting Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part Merger, subject only to adoption of Seller are necessary to authorize this Agreement or any Seller Document by the holders of a majority of the outstanding Company Shares entitled to which it vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). The Requisite Company Vote is a party or the only vote of the holders of capital stock of the Company that is necessary under applicable Law, NYSE rules, and the Company’s certificate of incorporation and by-laws to consummate the transactions contemplated by adopt, approve and authorize this Agreement. The execution, delivery and performance of this This Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby Voting Agreement have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitute valid and binding obligations agreements of Seller, the Company enforceable against Seller the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that approved this Agreement and the transactions contemplated by this Agreement are fair to, declared advisable and in the best interests ofinterest of its stockholders, MediVision the First Merger and its shareholders; (II) approved resolved to recommend the adoption of this Agreement and to the transactions contemplated hereby; and holders of Company Shares (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and “Company Recommendation”), (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Company Shares for their approval; adoption and (IIC) received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxxx Sachs & Co. LLC, to the effect that the consideration Per Share Merger Consideration payable to be received by MediVision under this Agreement the holders of Company Shares (other than Parent and its Affiliates) is fair fair, from a financial point of view, as of the date of such opinionopinion and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein, to MediVisionsuch holders. A signed copy of the written opinion of Xxxxxxx Sachs & Co. LLC rendered to the board of directors of the Company will promptly be delivered to Parent, solely for informational purposes, following receipt thereof by the Company. It is understood and agreed that such opinion is for the benefit of the Company’s board of directors and may not be relied upon by Parent, Merger Sub 1 or Merger Sub 2 or any other Person. The board of directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement and the Voting Agreement or the consummation of the transactions in the manner contemplated hereby or thereby.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementAgreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary Merger, subject only to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance approval of this Agreement and each the Merger by the holders of a majority of the Seller Documents outstanding shares of Company Common Stock entitled to vote thereon (the “Company Voting Proposal”), and the consummation filing of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part Certificate of SellerMerger pursuant to Delaware Law. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium and or similar Laws affecting enforcement of creditors’ rights generally now or hereafter in effect and remedies generally, and subject, except as to enforceability, enforcement thereof is subject to general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at Law). (iib) The Company Board acting unanimously, has (Ai) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Merger are fair to, and in the best interests of, MediVision the Company and its shareholders; the holders of Company Common Stock, (IIii) approved and adopted this Agreement and declared its advisability in accordance with the provisions of Delaware Law, (iii) resolved to recommend this Agreement and the transactions contemplated hereby; Merger to the holders of Company Common Stock for approval in accordance with Section 7.5 of this Agreement (the “Company Board Recommendation”) and (IIIiv) made all other affirmative determinations required to be made by it in connection with directed that this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement Merger be submitted to the general meeting holders of MediVision’s shareholders Company Common Stock for their approvalconsideration in accordance with this Agreement; and (II) provided, however, that any withdrawal, modification or qualification of the foregoing in accordance with Section 7.2 hereof shall not be deemed a breach of this representation. The Company Board has received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxx Xxxxxx Partners LLC, to the effect that (subject to the assumptions and qualifications set forth in such opinion) the consideration to be received by MediVision under this Agreement the holders of the shares of Company Common Stock in the Merger is fair from a financial point of viewfair, as of the date of such opinion, from a financial point of view to MediVisionsuch holders, a copy of which opinion has been delivered to Parent.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement and, deliver subject only to approval of the Arrangement in accordance with the terms of the Interim Order (the “Company Requisite Vote”) and, with respect to the Company Circular and the matters relating thereto, the approval of the Board of Directors of the Company, to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerArrangement. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, except to the extent enforceability may be subject to applicable (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and remedies generally, (B) general equitable principles (whether considered in a proceeding in equity or at law) and subject, as to enforceability, to general principles of equity(C) the Currency Act (Canada) which precludes a court in Canada from rendering judgment in any currency other than Canadian currency. (ii) The Board of Directors of the Company has: (A) Each of the audit committee and the board of directors of MediVision has: (I) determined unanimously determined that this Agreement and the transactions contemplated by this Agreement and the Arrangement are fair to, advisable and in the best interests of, MediVision and its shareholders; (II) approved this Agreement of the Company Common Shareholders and the transactions contemplated herebyholders of Company Options and Company RSUs; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinionan opinion from its financial advisor, Xxxxxxx, Sachs & Co., to the effect that that, as of the consideration date hereof and based upon and subject to be received by MediVision under this Agreement the matters set forth therein, the Exchange Ratio is fair from a financial point of view, view to the Company Common Shareholders (other than Parent and its “Affiliates” (as defined in Rule 12b-2 under the Exchange Act)); and (C) determined to recommend that the Company Common Shareholders and the holders of Company Options and Company RSUs vote in favor of the date of such opinion, to MediVisionArrangement.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on Transactions, subject to the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance approval of this Agreement and each the Transactions by the affirmative vote of the Seller Documents and the consummation holders of at least a majority of the transactions contemplated hereby outstanding Company Ordinary Shares voted in person or by proxy on such matter at a shareholders’ meeting duly called and thereby have been duly authorized and approved by all requisite corporate action on held for such purpose (the part of Seller“Requisite Company Vote”). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) (A) Each The Company Board, at a meeting duly called and held in compliance with the requirements of the audit committee ICL and the board of directors of MediVision has: Company’s Organizational Documents, has unanimously (Ii) unanimously determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to, and in the best interests of, MediVision the Company and the holders of the Company Ordinary Shares and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of the Company to its shareholderscreditors; (IIii) approved this Agreement and the transactions contemplated herebyTransactions on the terms and subject to the conditions set forth in this Agreement; and (IIIiii) made all other affirmative determinations required determined to be made by it in connection with recommend that the holders of Company Ordinary Shares approve this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders Transactions (the “MediVision Company Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) ). The Company Board has received the BDO Fairness Opinionopinion of its financial advisor, Evercore Group L.L.C., to the effect that the consideration to be received by MediVision under this Agreement Merger Consideration is fair from a financial point of view, as of the date of such opinion, to MediVisionthe holders of Company Ordinary Shares, a copy of which opinion has been delivered to Parent solely for informational purposes.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Transactions, document, instrument subject only to the affirmative vote or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation written consent of the transactions contemplated by holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter adopting this Agreement (the “Seller DocumentsRequisite Company Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and Company Written Consent would satisfy the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerRequisite Company Vote. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (b) The Company Board, acting upon the unanimous recommendation of the Company Special Committee, has (i) approved and declared advisable this Agreement and the Transactions, including the Gulf Merger, (ii) (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Transactions, including the Gulf Merger, are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement the Company and the transactions contemplated hereby; and holders of Company Common Stock, (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (Iiii) resolved to recommend approval that the holders of shares of Company Common Stock approve the Gulf Merger and adopt this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Company Recommendation”) and (iv) directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders shares of Company Common Stock for their approval; and (II) adoption. The Company Special Committee has received the BDO Fairness Opinionopinion of its financial advisor, Spectrum Gaming Capital, to the effect that that, as of the consideration date of such opinion and based upon and subject to various qualifications, assumptions, limitations and other matters set forth therein, the Gulf Merger Consideration to be received by MediVision under this Agreement the holders of Company Common Stock (other than Fxxxxxxx and his affiliates and Jxxxxxxxx Financial Group Inc. and its affiliates) in the Transactions is fair fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to Parent (as promptly as reasonably practicable after receipt by the Company Special Committee) solely for informational purposes (it being agreed that such opinion is for the benefit of the date of Company Special Committee and may not be relied upon by Parent, Holdco or either Merger Sub), and such opinionopinion has not been withdrawn, to MediVisionrevoked or modified.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementand, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with its stockholders by the consummation of the transactions contemplated by this Agreement (the “Seller Documents”)Company Requisite Vote, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on Merger. The affirmative vote of a majority of the part outstanding shares of Seller are Common Stock (such affirmative vote, the “Company Requisite Vote”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Novartis and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityequity principles. (iib) The Company Board has (A) Each of upon recommendation by the audit committee Independent Directors, duly approved and the board of directors of MediVision has: (I) unanimously determined that declared advisable this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholdersMerger; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) received the board opinions of directors its financial advisors, Credit Suisse First Boston Corporation and Xxxxxx Xxxxxxx & Co. Incorporated (the “Financial Advisors”), to the effect that the Merger Consideration to be received by the holders of MediVision has: shares of Common Stock (Iother than the Novartis Companies) resolved is fair from a financial point of view to such holders (it being agreed and understood that such opinions are for the benefit of the Independent Directors and the Company Board and may not be relied on by Novartis or Merger Sub); (C) resolved, as of the date hereof, to recommend approval adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby to the general meeting holders of MediVision’s shareholders shares of Common Stock (such recommendations being the “MediVision Recommendation”); and (D) and directed directed, as of the date hereof, that this Agreement be submitted to the general meeting holders of MediVision’s shareholders shares of Common Stock for their approval; and (IIadoption. All actions necessary to satisfy the requirements set forth in Article Eleventh, Section 1(b) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date Company’s Restated Certificate of such opinion, to MediVisionIncorporation have been satisfied.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform under this Agreement and each of the Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, subject only to the Shareholder Approval being obtained and the Purchaser Nominees being duly elected by the Company Shareholders to the Company Board, effective as of the Closing. (b) Each of the Company’s Subsidiaries has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), Transaction Documents to perform its respective obligations hereunder and thereunder which it is or will be a party and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on thereby, subject only to the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. Shareholder Approval being obtained. (c) This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto Purchaser and thereto) this Agreement constitutesParent, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityEquity Exception. (ii) (Ad) Each of the audit committee Transaction Documents has been or will be duly executed and delivered by the board Company and each of directors its Subsidiaries that is or will be a party thereto and, assuming the due execution by Purchaser, Parent and each of MediVision its Subsidiaries that is or will be a party thereto, constitutes or will constitute, as applicable, a valid and binding agreement of the Company and each of its Subsidiaries, enforceable against each of them in accordance with their terms, subject to the Bankruptcy and Equity Exception. (e) The Company Board has, at a duly called and held meeting: (Ii) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and of the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; Company and (B) the board of directors of MediVision has: (I) resolved to recommend that the Company Shareholders vote in favor of the approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders Approval Resolution (the “MediVision Company Board Recommendation”); (ii) and unanimously directed that this Agreement the Approval Resolution be submitted to the general meeting of MediVision’s shareholders Company Shareholders for their approval; and (IIiii) received the BDO Fairness Opinionopinion of its financial advisor, Lazard, to the effect that that, subject to the consideration to be received by MediVision under this Agreement qualifications and limitations contained therein, the Securities Purchase Price is fair from a financial point of view, as of the date of such opinion, to MediVisionthe Company.

Corporate Authority; Approval and Fairness. (i) Seller Assuming the representations set forth in Section 5.2(g) are true, the Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this the Voting Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on thereby, including the part Merger, subject only to approval of Seller are necessary to authorize this Agreement or any Seller Document by the holders of a majority of the outstanding Shares entitled to which it is vote on such matter at a party or to consummate stockholders’ meeting duly called and held for such purpose (the transactions contemplated by this Agreement“Requisite Company Vote”). The executionAssuming the representations set forth in Section 5.2(g) are true, delivery and performance each of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have Voting Agreement has been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Company Board has (A) Each of the audit committee and the board of directors of MediVision has: unanimously (I1) unanimously determined that this Agreement, the Voting Agreement and the transactions contemplated by this Agreement hereby and thereby, including the Merger, are fair to, and in the best interests of, MediVision the Company and its shareholders; stockholders, (II2) approved and declared advisable this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Voting Agreement and the transactions contemplated hereby under and thereby, including the Israeli Companies Law; Merger and (B) the board of directors of MediVision has: (I3) resolved to recommend approval that the holders of Shares adopt this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Company Recommendation”); (B) and unanimously directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approvaladoption; and (IIC) received the BDO Fairness Opinionopinion of its outside financial advisor, X. Xxxxx FBR, Inc., to the effect that based on and subject to the consideration assumptions, procedures, factors, qualifications and limitations set forth therein, the Per Share Merger Consideration to be received by MediVision under the holders of Shares pursuant to this Agreement is fair fair, from a financial point of view, as of the date of such opinion, a copy of which opinion has been delivered to MediVisionParent. Assuming the representations set forth in Section 5.2(g) are true, the Company Board has also taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the Voting Agreement or the consummation of the transactions contemplated hereby or thereby in the manner contemplated hereby or thereby.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Merger, documentsubject only to, instrument or certificate contemplated by with respect to the Merger, the affirmative vote of at least a majority of the outstanding Shares entitled to vote to approve and adopt this Agreement or to be executed by Seller in connection with and the consummation of the transactions contemplated by this Agreement Merger (the “Seller DocumentsCompany Stockholder Approval”). The Company Stockholder Approval is the only action of the holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement, to perform its respective obligations hereunder the Merger and thereunder and to consummate the other transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Sellerhereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company at a meeting duly called and held, has by unanimous vote of the directors, (A) Each approved and adopted this Agreement, the Merger, the Voting and Support Agreement and the other transactions contemplated hereby and thereby, which adoption has not been rescinded or modified, (B) determined that this Agreement, the Voting and Support Agreement, the Merger and the other transactions contemplated hereby and thereby are advisable and fair to and in the best interest of the audit committee Company and its stockholders, (C) resolved (subject to Section 6.3) to recommend this Agreement and the board of directors of MediVision has: Merger to its stockholders for approval and adoption, and (ID) unanimously determined directed that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement Merger be submitted to the general meeting of MediVision’s shareholders its stockholders for their approval; and (II) consideration in accordance with this Agreement. The Company has received the BDO Fairness Opinionopinion of its financial advisor, Xxxxx Xxxxxxx & Co., dated as of the date of this Agreement, to the effect that the consideration Merger Consideration to be received by MediVision under this Agreement in the Merger is fair from a financial point of view, as view to holders of the date Shares, subject to the qualifications set forth therein, a complete and correct signed copy of such opinion, which opinion has been delivered to MediVisionParent.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under hereunder and, subject to the required approval and adoption of this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation a majority of the transactions contemplated by this Agreement outstanding Company Common Stock entitled to vote, voting together as a single class (the “Seller Documents”"Company Requisite Vote"), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance of this Agreement by the Company and each the performance of the Seller Documents its obligations hereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite necessary corporate action on the part of Sellerthe Company, other than the Company Requisite Vote, and no other corporate action is necessary to authorize the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations obligation of Sellerthe Company, enforceable against Seller it in accordance with its respective terms, except that (i) such enforcement may be subject to applicable any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and similar Laws affecting creditors’ rights (ii) the remedy of specific performance and remedies generallyinjunctive and other forms of equitable relief may be subject to equitable defense, and subject, as to enforceability, to general principles the discretion of equitythe court before which any Proceeding therefor may be brought. (iib) (A) Each Prior to execution and delivery of this Agreement, each of the audit committee Board of Directors and the board of directors of MediVision has: Special Committee (Iat meetings duly called and held) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; has (IIi) approved this Agreement and the Merger and the other transactions contemplated hereby; and by this Agreement, (IIIii) made all other affirmative determinations required to be made by it in connection with this Agreement and determined that the transactions contemplated hereby under are advisable and in the Israeli Companies Law; best interests of the holders of Company Common Stock and (Biii) the board of directors of MediVision has: (I) resolved determined to recommend approval of this Agreement, the Merger and the other transactions contemplated by this Agreement to the Company's stockholders for approval and adoption at the Company Shareholders' Meeting. The Company Requisite Vote is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement, the Merger and the other transactions contemplated hereby by this Agreement. (c) The Special Committee has received the opinion of Evercore Partners, L.P. ("Evercore"), the financial advisor to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness OpinionSpecial Committee, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewthat, as of the date of such opinion, the Per Share Amount to MediVisionbe received in the Merger by the holders of Company Common Stock is fair to such holders from a financial point of view. A true, correct and complete copy of the written opinion delivered by Evercore, which opinion shall be included in the Proxy Statement, will be delivered to Parent by the Company within one business day after its receipt.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementthe Stock Option Agreement, document, instrument or certificate contemplated by this Agreement or and subject only to be executed by Seller in connection with the consummation approval of the transactions contemplated Merger by this Agreement the holders of at least a majority of the outstanding Shares (the “Seller Documents”"Company Requisite Vote"), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this AgreementMerger. The execution, delivery and performance of this This Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby Stock Option Agreement have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery hereof and thereof by Parent and the other parties hereto and theretoCompany) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, constitute legal, valid and binding obligations of Seller, the Company enforceable against Seller the Company in accordance with its their respective terms, subject to applicable except as enforceability may be limited or affected by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and other similar Laws laws and equitable principles now or hereafter in effect and affecting creditors’ the rights and remedies of creditors generally, and subject, as to enforceability, to general principles of equity. (iib) (A) Each The Board of Directors of the audit committee Company has duly and validly approved and taken all corporate action required to be taken by the board Board of Directors (in each case by a unanimous vote of all the directors in office at such time) for the consummation of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair and the Stock Option Agreement, including, but not limited to, and in (i) having determined that this Agreement, the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Stock Option Agreement and the transactions contemplated hereby under and thereby, taken together, are advisable and are fair to and in the Israeli Companies Law; best interests of the stockholders of the Company, and (Bii) the board of directors of MediVision has: (I) having resolved to recommend approval that the holders of the Shares adopt this Agreement and approve the Merger. The affirmative vote in favor of the adoption of this Agreement by the Company Requisite Vote is the only vote of the holders of any class or series of Company capital stock necessary to approve this Agreement and the transactions contemplated hereby Merger. No vote of the stockholders of the Company is required to approve the general meeting Stock Option Agreement. The Board of MediVision’s shareholders (Directors of the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) Company has received the BDO Fairness Opinionopinion of its financial advisor Xxxxxxx, Sachs & Co., to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewthat, as of the date of such opinion, the Merger Consideration is fair from a financial point of view to MediVisionthe holders of Shares.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Arrangement and thereby and no the other corporate proceedings on the part of Seller are necessary Transactions, subject only to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each (i) approval of the Seller Documents Arrangement Resolution at the Company Meeting and (ii) approval by the Court (including, for the avoidance of doubt, receipt of the Interim Order and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerFinal Order). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constituteother Parties hereto, legal, constitutes a valid and binding obligations agreement of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) (A) Each of the audit committee The Board, after consultation with its legal advisors and the board of directors of MediVision has: Financial Advisor, at a meeting duly called and held, adopted resolutions unanimously (Ii) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion, to the effect determining that the consideration Consideration to be received by MediVision under the Common Shareholders pursuant to the Arrangement and this Agreement is fair fair, from a financial point of view, to such holders and that the Arrangement is in the best interests of the Company, (ii) recommending that the Common Shareholders vote in favor of the Arrangement Resolution, and (iii) authorizing the entering into of this Agreement, and the performance by the Company of its obligations under this Agreement, and such resolutions have not been revoked or withdrawn (except for any revocation or withdrawal occurring after the date hereof in connection with an Adverse Recommendation Change). The Board has received the Fairness Opinion and such Fairness Opinion has not been withdrawn or modified as of the date of such opinion, to MediVisionthis Agreement.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement and each to consummate the Merger and the other agreementtransactions contemplated hereby (including, documentwithout limitation, instrument or certificate contemplated all actions by the Board of Directors of the Company set forth in clause (ii)(A) and (B) below, subject to approval of the SEC), subject only to the adoption and approval of this Agreement or to be executed by Seller in connection with the consummation majority of holders of the transactions contemplated by this Agreement outstanding Shares (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject subject, as to applicable enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company: (A) Each has, unanimously by a vote of the audit committee directors voting, approved, adopted and the board of directors of MediVision has: (I) unanimously determined that declared advisable this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement Merger and the other transactions contemplated hereby; and (IIIB) made all other affirmative determinations required has, unanimously by a vote of the directors voting, subject to be made by it in connection with this Agreement and the transactions contemplated hereby under approval of the Israeli Companies LawSEC, approved the Company Charter Amendment; and (BC) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) has received the BDO Fairness Opinionopinion of its financial advisors, Citigroup Global Markets Inc., to the effect that the consideration to be received by MediVision under this Agreement the holders of the Shares in the Merger is fair from a financial point of view, as of the date of such opinion, to MediVisionsuch holders (other than Parent and its affiliates), a copy of which opinion has been delivered to Parent or will be delivered as soon as practicable after the date hereof. It is agreed and understood that such opinion is for the benefit of the Company’s Board of Directors and may not be relied on by Parent or Merger Sub. With respect to each of the vote set forth in clauses (A) and (B) of this Section 5.1(c)(ii), to the extent that any member of the Company’s Board of Directors was present at the meeting but did not participate in the vote, the name of such director or directors are set forth under the respective caption in Section 5.1(c) of the Company Disclosure Letter. (iii) The Board of Directors of PCX has determined that the Company Charter Amendment must be filed with and approved by the SEC before the same may be effective, under Section 19 of the Exchange Act and the rules promulgated thereunder by the SEC or otherwise.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder Voting Agreements and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part Merger, subject only to adoption of Seller are necessary to authorize this Agreement or any Seller Document by the holders of a majority of the outstanding Company Shares entitled to which it vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). The Requisite Company Vote is a party or the only vote of the holders of capital stock of the Company that is necessary under applicable Law, NYSE rules, and the Company’s certificate of incorporation and bylaws to consummate the transactions contemplated by adopt, approve and authorize this Agreement. The execution, delivery and performance of this This Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby Voting Agreements have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitute valid and binding obligations agreements of Seller, the Company enforceable against Seller the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that this Agreement and the transactions contemplated by this Agreement are First Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; (II) stockholders, approved and declared advisable this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Voting Agreements and the First Merger and the other transactions contemplated hereby under and thereby, and resolved to recommend the Israeli Companies Law; and adoption of this Agreement to the holders of Company Shares (the “Company Recommendation”), (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Company Shares for their approval; adoption and (IIC) received the BDO Fairness Opinionoral opinion of its financial advisor, Barclays Capital Inc., to the effect that the consideration Per Share Merger Consideration to be received by MediVision under this Agreement offered to the holders of Company Shares (other than Excluded Company Shares) is fair fair, from a financial point of view, as of the date of such opinionopinion and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein, to MediVisionsuch holders. A signed copy of the written opinion of Barclays Capital Inc. rendered to the board of directors of the Company will promptly be delivered to Parent, solely for informational purposes, following receipt thereof by the Company. It is understood and agreed that such opinion is for the benefit of the Company’s board of directors and may not be relied upon by Parent, Merger Sub 1 or Merger Sub 2 or any other Person. The board of directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the Voting Agreements or the consummation of the transactions in the manner contemplated hereby or thereby.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and thereby and no the other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance subject only to approval of this Agreement and each by the affirmative vote of a majority of the Seller Documents outstanding shares of Company Common Stock entitled to vote on such matter at a shareholders’ meeting (“Company Shareholders Meeting”) duly called and held for such purpose (the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller“Requisite Company Vote”). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutesParent, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) The Company Board has (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; (II) approved , adopted this Agreement and the Merger and the other transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting holders of MediVision’s shareholders shares of Company Common Stock (the “MediVision Company Recommendation”), (B) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders shares of Company Common Stock for their approval; approval and (IIC) received the BDO Fairness Opinionopinion of its financial advisor, Berkshire Capital Securities LLC, to the effect that the consideration to be received by MediVision under this Agreement Merger Consideration and the Pre-Closing Dividend is fair from a financial point of view, as of the date of such opinionopinion and subject to the matters set forth therein, to MediVisionthe holders (other than Parent and its Subsidiaries) of shares of Company Common Stock, a copy of which opinion has been delivered to Parent.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and thereby and no any other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions transaction contemplated by this Agreement. The execution, delivery and performance subject only to adoption of this Agreement and each by the holders of a majority of the Seller Documents outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller“Requisite Company Vote”). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed Parent and delivered will constituteMerger Sub, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the board of directors of MediVision has: The Company Board has unanimously (Ii) unanimously determined that this Agreement and the transactions contemplated by this Agreement are Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; stockholders, (IIii) approved and declared advisable this Agreement and the transactions contemplated hereby; and Merger, (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (Iiii) resolved to recommend approval of that this Agreement be adopted by the Company’s stockholders at a stockholders’ meeting duly called and the transactions contemplated hereby to the general meeting of MediVision’s shareholders held for such purpose (the “MediVision Company Recommendation”) and (iv) directed that this Agreement be submitted to the general meeting stockholders of MediVision’s shareholders the Company at the Stockholders Meeting for their approval; adoption and approval and (IIB) the Company Board received the BDO Fairness Opinion, to the effect that the consideration oral opinion of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) (to be received by MediVision under this Agreement is fair from a financial point of view, confirmed in writing) that as of the date of such opinion, and based upon and subject to MediVisionthe various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in preparing such opinion as set forth therein, the Per Share Merger Consideration to be paid to the holders of Shares (other than Excluded Shares and Shares held by any Affiliate of Parent) pursuant to this Agreement is fair, from a financial point of view, to such holders. It is agreed and understood that such opinion is for the benefit of the Company Board and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementand, document, instrument or certificate contemplated by this Agreement or to no vote of the holders of Shares will be executed by Seller required in connection with the consummation Transactions if the Merger is consummated in accordance with Section 251(h) of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerDGCL. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesby Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityEquity Exception. (iib) The Company Board has, at a duly convened and held meeting: (i) (A) Each of the audit committee approved and declared advisable this Agreement and the board of directors of MediVision has: Transactions, and (IB) unanimously determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to, and in the best interests of, MediVision the Company and its shareholdersthe holders of Shares, other than Excluded Shares that are not Dissenting Shares; (IIii) approved this Agreement and agreed to effect the transactions contemplated herebyMerger pursuant to Section 251(h) of the DGCL; (iii) recommended that the stockholders of the Company tender their Shares to Merger Sub pursuant to the Offer (clauses (i), (ii) and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (iii), collectively, the “MediVision Company Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (IIiv) received the BDO Fairness Opinionopinion of its financial advisor, Hxxxxxxx Lxxxx Capital, Inc., to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, and subject to MediVisionthe factors, assumptions, and limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Parent and its Affiliates) in the Transactions is fair to such holders from a financial point of view. A copy of Houlihan’s Lxxxx Capital, Inc.’s opinion was delivered to Parent following the Original Signing Date solely for informational purposes (the Parties agree that such opinion is for the benefit of the Company Board and may not be relied upon by Parent, Merger Sub or the Investors). A copy of Houlihan’s Lxxxx Capital, Inc.’s opinion will be promptly delivered to Parent following the Signing Date solely for informational purposes (the Parties agree that such opinion is for the benefit of the Company Board and may not be relied upon by Parent, Merger Sub or the Investors). (c) The representations and warranties set forth in this Section 5.3 shall be made (i) with respect to the Original Merger Agreement, as of the Original Signing Date and (ii) with respect to this Amended and Restated Agreement, as of the Signing Date.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and each other agreementsubject only, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the case of the consummation of the transactions contemplated by Merger and only if and to the extent required, to approval of the “plan of merger” (as such term is used in Section 23-1-40 of the IBCL) contained in this Agreement by the holders of at least seventy five percent (75%) of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Seller DocumentsRequisite Company Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity.(the “Bankruptcy and Equity Exception”) (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that the Offer and the Merger are in the best interests of the Company and its shareholders, unanimously adopted and declared advisable this Agreement, the Offer, the Merger and the other transactions contemplated hereby and unanimously resolved to issue the Company Board Recommendation, (B) directed that, to the extent required by the IBCL, this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement Merger be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; approval of the “plan of merger” contained in this Agreement at a shareholders’ meeting duly called and held for such purpose, (IIC) received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that the consideration to be received by MediVision under this Agreement the holders of the Shares in the Offer and the Merger, taken together, is fair from a financial point of view, as of the date of such opinion, to MediVisionsuch holders (the “Opinion”), (D) assuming that Parent, Merger Sub and their respective affiliates collectively beneficially own less than 10% of the outstanding Shares, taken all necessary steps to render Section 23-1-43 of the IBCL inapplicable to Parent and Merger Sub and to the Merger, and (E) resolved to elect, to the extent permitted by applicable Laws, for the Company not to be subject to any Takeover Statute. It is agreed and understood that the Opinion is for the benefit of the Company’s board of directors and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and, other than obtaining the Requisite Company Vote, has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of subject only to obtaining the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerRequisite Company Vote. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto Xxxxxx and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityEquity Exception. (iib) The Special Committee has, at a duly convened and held meeting: (i) unanimously (A) Each of approved and declared advisable this Agreement, the audit committee Voting Agreement and the board of directors of MediVision has: transactions contemplated by this Agreement, (IB) unanimously determined that this Agreement, the Voting Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement the Company and the transactions contemplated hereby; holders of the Shares, other than Excluded Shares and Shares held by Rolling Stockholders, and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (IC) resolved to recommend approval of this Agreement and the transactions contemplated hereby Special Committee Recommendation to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approvalCompany Board; and (IIii) received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxxxxx LLC, to the effect that that, based upon and subject to the consideration to be received by MediVision under this Agreement qualifications and assumptions set forth therein, the Per Share Merger Consideration is fair fair, from a financial point of view, as of the date of such opinion, to MediVisionthe holders of Shares, other than Excluded Shares and Shares held by the Rolling Stockholders. A copy of which opinion shall have been delivered to Parent promptly (but, in any event, within two Business Days) following the date of this Agreement solely for informational purposes (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub). (c) The Company Board has, at a duly convened and held meeting, acting on the Special Committee Recommendation: (i) unanimously (A) approved and declared advisable this Agreement, the Voting Agreement and the transactions contemplated by this Agreement, (B) determined that this Agreement, the Voting Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, the Company and the holders of the Shares, other than Excluded Shares and Shares held by Rolling Stockholders, and (C) resolved to recommend the Company Recommendation and (ii) unanimously directed that this Agreement be submitted to the holders of the Shares for their adoption at the Company Stockholder Meeting. (d) Other than obtaining the Requisite Company Vote, no further corporate action is required by the Company Board or the Special Committee in order for the Company to approve this Agreement, the Voting Agreement and the transactions contemplated by this Agreement. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 6.9, the Requisite Company Vote is the only approval of the Shares, the Preferred Shares or any class or series of securities of the Company necessary to approve or adopt this Agreement and the transactions contemplated by this Agreement. Except for any Change of Recommendation made after the execution of this Agreement and in accordance with Section ‎7.2, the resolutions and determinations of the Special Committee and the Company Board referenced in this Section 5.3 have not been amended or withdrawn.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Merger, documentsubject only to the adoption of this Agreement by the affirmative written consent of the holders of a majority of the outstanding Class B Shares entitled to vote thereon (the “Company Requisite Vote”). The Company Requisite Vote is the only vote of the holders of capital stock of the Company required by the DGCL, instrument the Charter, the By-Laws, or certificate contemplated by otherwise to adopt this Agreement or to be executed by Seller in connection with the consummation of approve the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Sellerhereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Enforceability Exception”). (iib) The Board of Governors of the Company, at a meeting duly called and held, has unanimously (among those voting) (Ai) Each of the audit committee declared and the board of directors of MediVision has: (I) unanimously determined that this the Agreement and the Merger and the other transactions contemplated by this Agreement hereby are fair to, advisable and in the best interests of, MediVision and its shareholdersof the stockholders of the Company; (IIii) approved this Agreement and the transactions contemplated herebyMerger; (iii) resolved to recommend that the holders of Class B Shares approve and (III) made all other affirmative determinations required to be made by it in connection with adopt this Agreement and the transactions contemplated hereby under Merger (such recommendations being the Israeli Companies Law“Governors’ Recommendation”); and (Biv) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Class B Shares for their approval; approval and adoption. As of the date of this Agreement, the foregoing resolutions have not been subsequently rescinded, modified or withdrawn in any way. (IIc) The Board of Governors of the Company shall have received an opinion of Xxxxxxxxx & Co., LLC stating the BDO Fairness Opinionopinion of Xxxxxxxxx & Co., to the effect LLC that the consideration Merger Consideration to be received by MediVision under the holders of Outstanding Shares pursuant to this Agreement is fair fair, from a financial point of view, as of the date of to such opinion, to MediVisionholders.

Corporate Authority; Approval and Fairness. (ia) Seller has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document Related Agreements to which it is a party or party, and to consummate the transactions contemplated by this AgreementTransactions. The Assuming the accuracy of the representations set forth in Section 5.8, the execution, delivery and performance of this Agreement and each of the by Seller Documents and the consummation by Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized and approved by all requisite necessary corporate action on the part of Seller, and, assuming the conditions of Section 271 of the DGCL have been satisfied with respect to the Transactions, no other corporate proceeding or action on the part of Seller is necessary to adopt or authorize this Agreement or to consummate the Transactions. This Agreement has beenAgreement, and each of the Related Agreement to which Seller Documents will be at or prior to the Closingis a party when so executed by Seller, has been duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations Contract of Seller, Seller enforceable against Seller in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, whether considered in a proceeding at law or in equity (the “Enforceability Exception”). (iib) The Seller Board has (A) Each of the audit committee and the board of directors of MediVision has: (Ii) unanimously determined that this Agreement and the transactions contemplated by this Agreement are Asset Transaction is fair to, and in the best interests of, MediVision Seller, approved and its shareholders; (II) approved declared advisable this Agreement and the transactions Transactions contemplated hereby; hereby and resolved to recommend (IIIsubject to its right to change its recommendation pursuant to this Agreement if required by its fiduciary duties) made all other affirmative determinations required to be made by it in connection with that the Seller’s stockholders authorize this Agreement and the transactions contemplated hereby under the Israeli Companies Law; Transactions and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (IIii) received the BDO Fairness Opinionopinion of Xxxxx and Company, LLC, as financial advisor to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewSeller, that, as of the date of such opinion, and subject to MediVisionthe assumptions made, procedures followed, matters considered and qualifications and limitations of the review set forth therein, the Purchase Price received by Seller in the Asset Transaction, was fair, from a financial point of view, to Seller (the “Fairness Opinion”). A copy of the Fairness Opinion, has been made available to Buyer by Seller solely for informational purposes.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement and, deliver subject only to, assuming the representations and warranties of Parent and Merger Sub set forth in Section 5.2 are true and correct, adoption of this Agreement by the holders of a majority of the outstanding Common Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Requisite Vote”), to perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesby Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equityEquity Exception. (ii) As of the date hereof, the Board of Directors of the Company has, by resolutions duly adopted at a meeting duly called and held, which resolutions have not been rescinded, modified or withdrawn as of the time of the execution and delivery of this Agreement, by unanimous vote of those directors present, (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are Merger is fair to, and in the best interests of, MediVision the Company and its shareholders; (II) stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; , and (III) made all other affirmative determinations required has resolved, subject to be made by it in connection with Section 6.2 and Section 6.4, to recommend adoption of this Agreement and to the transactions contemplated hereby under holders of Common Shares (the Israeli Companies Law; “Company Recommendation”), and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Common Shares for their approval; adoption at a stockholders’ meeting duly called and held for such purpose. (IIiii) The Special Committee of the Board of Directors of the Company has received the BDO Fairness Opinionopinion of Duff & Xxxxxx, LLC, dated as of the date hereof, that, as of such date, and subject to the effect that limitations, qualifications and assumptions set forth therein, the consideration Per Share Merger Consideration to be received in the Merger by MediVision under this Agreement the holders of Common Shares (other than Parent, Merger Sub and their respective Affiliates) is fair fair, from a financial point of view, as to such holders (without giving effect to any impact of the date Merger on any particular such holder other than in such holder’s capacity as a stockholder of the Company). It is agreed and understood that such opinion is for the benefit of the Special Committee of the Board of Directors of the Company and may not be relied on by Parent, Merger Sub or their respective Affiliates. An executed copy of such opinionopinion will be provided to Parent and Merger Sub promptly after execution of this Agreement for informational purposes only. (iv) Assuming the representations and warranties of Parent and Merger Sub set forth in Section 5.2 are true and correct, the Company Requisite Vote is the only vote of the Common Shares necessary to MediVisionadopt this Agreement.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and each other agreementto consummate, document, instrument or certificate contemplated by this Agreement or subject only to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance approval of this Agreement and each by the holders of a majority of the Seller Documents and outstanding Shares (the consummation of "Company Requisite Vote"), the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming Assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesby Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, this Agreement is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equity principles of equity. (ii) (A) Each of the audit committee "Bankruptcy and the Equity Exception"). The board of directors of MediVision has: the Company (IA) has unanimously determined that adopted this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) has received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), to the effect that the consideration to be received by MediVision under this Agreement the holders of the Shares in the Merger is fair to such holders from a financial point of view, as a copy of which opinion has been delivered to Parent. (ii) Each of the date Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform (in the case of such opinionconsummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummate, subject only to any shareholder approval necessary to permit the issuance of the shares of Parent Common Stock required to be issued pursuant to Article IV (the "Parent Requisite Vote"), the Merger. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement is a valid and binding agreement of Parent enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement is a valid and binding agreement of Merger Sub enforceable against Merger Sub in accordance with its terms. The Boards of Directors of Parent and Merger Sub (A) have adopted this Agreement and (B) have received the opinion of Parent's financial advisor, Warburg Dillon Read LLC, to MediVisionthe effect that the consideration to be paid by Parent to the holders of Shares in the Merger is fair to Parent from a financial point of view. Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of shares of Parent Common Stock required to be issued pursuant to Article IV. The Parent Common Stock, when issued, will be validly issued, fully paid and nonassessable, and no shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when issued, will be registered under the Securities Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") and registered or exempt from registration under any applicable state securities or "blue sky" laws.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power power, authority and authority capacity to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and each to consummate the Arrangement and the other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by under this Agreement (collectively, the “Seller DocumentsTransactions”), subject only to perform the approval by the Board of Directors of the Company Circular and the Requisite Shareholder Approval for the Arrangement in the manner required by the Interim Order and Laws and approval by the Court. The execution and delivery by the Company of this Agreement, the performance by the Company of its respective obligations hereunder under this Agreement and thereunder and to consummate the transactions contemplated hereby and thereby consummation by the Company of the Transactions have been duly authorized by the Board of Directors and no other corporate proceedings on the part of Seller the Company are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) Company of this Agreement, the performance by the Company of its obligations under this Agreement constitutes, and each or the consummation by the Company of the Seller Documents when so Transactions, subject only to the approval by the Board of Directors of the Company Circular and receipt of the Requisite Shareholder Approval at the Company Meeting. This Agreement has been duly executed and delivered will constitute, legal, by the Company and constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (iib) At a meeting duly called and held prior to the execution and delivery of this Agreement, the Board of Directors adopted resolutions by the unanimous vote of all directors of the Company (A) Each of authorizing and approving this Agreement, the audit committee Arrangement and the board Transactions in accordance with the requirements of directors BCBCA, (B) determining that the terms of MediVision has: (I) unanimously determined that this Agreement Agreement, the Arrangement, the Transactions and the transactions contemplated Consideration to be received by this Agreement the Shareholders are fair to, to the holders of such Common Shares and that the Arrangement is in the best interests of, MediVision and its shareholders; (II) approved this Agreement and of the transactions contemplated hereby; Company and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (IC) resolved to unanimously recommend approval that the Shareholders vote in favour of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders Arrangement (the “MediVision Company Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion), to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewand, as of the date hereof, none of such opinionthe aforesaid actions by the Board of Directors have been amended, to MediVisionrescinded or modified. (c) The Board of Directors has received the oral Fairness Opinions, and the Fairness Opinions have not been withdrawn or modified as of the date hereof.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate, document, instrument or certificate contemplated by this Agreement or subject only to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance adoption of this Agreement and each by the holders of a majority of the Seller Documents outstanding Company Shares (the "Company Requisite Vote") and the consummation of Company Required Consents (as defined in Section 5.1(d)), the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equity principles (the "Bankruptcy and Equity Exception"). The Board of equity. (ii) Directors of the Company (A) Each of the audit committee and the board of directors of MediVision has: (I) has unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the other transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) has received the BDO Fairness Opinionopinion of its financial advisors, Xxxxxxx, Xxxxx & Co., in a customary form and to the effect that the consideration Merger Consideration to be received by MediVision under this Agreement the holders of the Company Shares in the Merger is fair to such holders from a financial point of view. (ii) SBC and Merger Sub each has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, as deliver and perform its obligations under this Agreement and to consummate, subject only to the approval by the stockholders of SBC by a majority of votes cast on the proposal to issue the shares of SBC Common Stock required to be issued pursuant to Article IV; provided, that the total vote cast represents over 50% of all of the date outstanding shares of such opinionSBC Common Stock (the "SBC Requisite Vote") and the SBC Required Consents (as defined in Section 5.1(d)), the Merger. This Agreement has been duly executed and delivered by SBC and Merger Sub and is a valid and binding agreement of SBC and Merger Sub, enforceable against each of SBC and Merger Sub in accordance with its terms, subject to MediVisionthe Bankruptcy and Equity Exception. SBC has received the opinion of its financial advisors, Salomon Brothers Inc and Xxxxx Xxxxxx Inc., in a customary form and to the effect that the Exchange Ratio is fair to SBC from a financial point of view. The shares of SBC Common Stock, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of SBC will have any preemptive right of subscription or purchase in respect thereof.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection accordance with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder terms hereof and to consummate the transactions contemplated hereby Merger and thereby and no any other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement, subject only to the Requisite Company Stockholder Approval. The executionExcept for the Requisite Company Stockholder Approval, delivery no other corporate action by the Company (other than, in the case of the Merger, the filing of the Delaware Certificate of Merger and performance the other documents as required by DGCL) or vote of holders of any class of the capital stock of the Company is necessary to approve and adopt this Agreement and each of to consummate the Seller Documents Merger and the consummation of the other transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Sellerhereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Special Committee has unanimously (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by hereby, including the Merger are advisable, fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, and (B) recommended to the Company Board that the Company Board (i) determine that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, MediVision the Company and its shareholders; the Unaffiliated Stockholders, (IIii) approved declare this Agreement and the transactions contemplated hereby advisable, (iii) approve this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company of the covenants and agreements contained herein and the consummation of the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained herein and (iv) resolve to recommend that the stockholders of the Company vote to adopt and approve this Agreement in accordance with the DGCL. (iii) The Company Board (acting on the recommendation of the Special Committee) has (A) (i) determined that the terms of this Agreement and the transactions contemplated hereby; , including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, (IIIii) made all other affirmative determinations required to be made by it in connection with declared this Agreement and the transactions contemplated hereby under advisable, (iii) approved this Agreement, approved the Israeli Companies Law; execution and delivery by the Company of this Agreement, approved the performance by the Company of its covenants and agreements contained herein and approved the consummation of the Merger and any other transactions contemplated hereby upon the terms and subject to the conditions contained herein, and (iv) resolved to recommend that the stockholders of the Company vote to adopt and approve this Agreement in accordance with the DGCL, in each case on the terms and subject to the conditions set forth in this Agreement (the “Company Recommendation”), which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; and (II) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, to MediVisionadoption.

Corporate Authority; Approval and Fairness. (i) Seller 2.1.3.1. Amoco has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this the Stock Option Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby and no other corporate proceedings on thereby, subject only to the part approval of Seller are necessary the Merger by the vote of the holders of not less than a majority of all of the votes entitled to authorize this Agreement or any Seller Document to which it is a party or to consummate be cast at the transactions contemplated Amoco Shareholders Meeting (as defined in Section 3.4 (Shareholders Meetings)) by this Agreementholders of Amoco Common Shares (the "Amoco Requisite Vote"). The execution, execution and delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby Stock Option Agreement have been duly authorized and approved by all requisite necessary corporate action on the part of Seller. This Agreement has beenAmoco and, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesand the Stock Option Agreement by BP, this Agreement and each of the Seller Documents when so executed and delivered will constitute, legal, Stock Option Agreement constitute valid and binding obligations agreements of Seller, Amoco enforceable against Seller Amoco in accordance with its respective their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equity principles (the "Bankruptcy and Equity Exception"). The Board of equity. (ii) Directors of Amoco (A) Each has approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby and thereby and (B) has received the opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that, as of the audit committee date of this Agreement, the Exchange Ratio is fair to the holders of Amoco Common Shares from a financial point of view. 2.1.3.2. BP has all requisite corporate power and the board of directors of MediVision has: (I) unanimously determined that authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Stock Option Agreement and to consummate the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the other transactions contemplated hereby under and thereby, subject only to the Israeli Companies Law; approval of the Merger and the other transactions contemplated hereby by, on a show of hands, not less than the requisite majority of the holders of the outstanding BP Ordinary Shares, BP First Preference Shares and BP Second Preference Shares (Bcollectively, the "BP Shares") present in person or, on a poll, by the board holders of directors not less than the requisite majority of MediVision has: the votes attaching to the BP Shares who vote in person or by proxy at the BP Shareholders Meeting (Ias defined in Section 3.4 (Shareholders Meetings)) resolved to recommend approval (the "BP Requisite Vote"). The execution and delivery of this Agreement and the Stock Option Agreement have been duly authorized by all necessary corporate action on the part of BP, and, assuming the due authorization, execution and delivery of this Agreement and the Stock Option Agreement by Amoco, this Agreement and the Stock Option Agreement constitute valid and binding agreements of BP, enforceable against BP in accordance with their terms, subject to the Bankruptcy and Equity Exception. The Board of Directors of BP has approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby to and thereby and the general meeting Board of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) Directors has received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxx Guaranty Trust Company of New York, to the effect that that, as of the consideration to be received by MediVision under date of this Agreement Agreement, the Exchange Ratio is fair fair, from a financial point of view, as of the date of such opinion, to MediVisionBP.

Corporate Authority; Approval and Fairness. (i) Seller has The Company has, and Spinco will have prior to the Effective Time, all requisite corporate power and authority and the Company has, and Spinco will have prior to the Effective Time, taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement the Transaction Agreements to which it is or will be a party and each other agreementto consummate, document, instrument or certificate contemplated by this Agreement or on the terms and subject to be executed by Seller in connection with the consummation conditions of the transactions contemplated by this Agreement (the “Seller Documents”)Transaction Agreements, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its respective termsthereby, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (ii) (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby by the holders of at least two-thirds of the outstanding shares of Common Stock (the "Company Requisite Vote"). Each Transaction Agreement to which the Company or Spinco is or will be a party, when executed by such party, will be a valid and binding agreement of such party enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to the rights of creditors of insurance companies generally and to general meeting of MediVision’s shareholders equity principles (the “MediVision Recommendation”"Bankruptcy and Equity Exception"). (ii) The board of directors of the Company (A) has, and, in the case of Spinco, the Board of Directors of Spinco will have prior to the Effective Time, unanimously approved the Transaction Agreements and directed the transactions contemplated hereby and (B) has declared that this Agreement be submitted to and the general meeting transactions contemplated hereby, taken as a whole, are fair to, advisable and in the best interests of MediVision’s shareholders for their approval; the holders of shares of Common Stock. In taking such action, the Board of Directors of the Company considered, among other things, the interests of the Company's employees, customers, creditors and (II) suppliers as well as community and societal considerations. The board of directors of the Company has also has received the BDO Fairness Opinionopinions of its financial advisors, Donaxxxxx Xxxkxx & Xenrxxxx Xxxurities Corporation and Goldxxx, Xxchs & Co., to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, to MediVision.the

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”)Agreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery subject only to the authorization and performance approval of this Agreement Agreement, the Plan of merger and each the Merger by the Shareholder Approval. No other corporate proceedings on the part of the Seller Documents Company and the consummation of no shareholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on other than the part of SellerShareholder Approval. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly authorized and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesby Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, this Agreement constitutes a legal, valid and binding obligations obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (b) On or prior to the date of this Agreement, (i) the Independent Committee has received from each of Lazard Asia (Hong Kong) Limited and Xxxxxxxx Xxxxx (China) Limited (together, the “Company Financial Advisors”), its written opinion, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Company Shares (other than Excluded Shares, Founder Shares and their affiliates) and the Per ADS Merger Consideration to be received by the holders of the ADSs is fair, from a financial point of view, to such holders and (ii) the Company Board (A) Each acting upon the unanimous recommendation of the audit committee and the board of directors of MediVision has: (IIndependent Committee) has unanimously determined that this Agreement and the transactions contemplated by this Agreement provided for herein, including the Plan of Merger and the Merger, are fair to, and in the best interests of, MediVision interest of the Company and its shareholders; (II) approved , and validly adopted resolutions by a unanimous vote approving this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed Agreement, directing that this Agreement be submitted to the general meeting of MediVisionCompany’s shareholders for their approval; , and (II) received the BDO Fairness Opinion, recommending to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as shareholders of the date Company that they authorize and approve this Agreement, the Plan of such opinionMerger and the Merger in accordance with the Cayman Companies Law (the “Company Recommendation”), which resolutions, subject to MediVisionSection 6.4(d), have not been subsequently withdrawn or modified in a manner adverse to Parent.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument all agreements and documents contemplated hereby or certificate contemplated by this Agreement or to be executed by Seller in connection with herewith (the consummation "Ancillary Documents") and to consummate, subject only to approval of the Merger by the holders of a majority of the outstanding Shares if required by applicable law (the "Company Requisite Vote"), the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerAncillary Documents. This Agreement has been, been and at the time of execution each of the Seller Documents Ancillary Document will be at or prior to the Closing, have been duly and validly executed and delivered by Seller the Company, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) of this Agreement constitutesand the Ancillary Documents by Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the "Bankruptcy and Equity Exception"). (iib) The Board of Directors of the Company (A) Each at a meeting duly called and held has duly adopted resolutions (i) approving this Agreement, the Offer and the Merger (as hereinafter defined), determining that the Merger is advisable and that the terms of the audit committee Offer and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Merger are fair to, and in the best interests of, MediVision the Company's stockholders and its shareholders; (II) approved recommending that the Company's stockholders accept the Offer and approve the Merger and this Agreement and the transactions contemplated hereby; Agreement, and (IIIii) made taking all other affirmative determinations required action necessary to be made by it in connection with render Sections 607.0901 and 607.0902 of the Florida Business Corporation Act, as amended (the "FBCA") inapplicable to, and have no adverse effect on, Parent and Merger Sub, the Offer, the Merger, this Agreement Agreement, any of the Ancillary Documents or Offer Documents, and any of the transactions contemplated hereby under the Israeli Companies Law; and thereby, and (B) has received the board opinion of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders its financial advisor, CIBC World Markets Corp. (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion"Financial Advisor"), to the effect that that, as of the date of this Agreement, the $12.50 per Share cash consideration to be received in the Offer and the Merger, taken together, by MediVision under this Agreement the holders of Shares (other than Parent and its affiliates) is fair from a financial point of viewview to such holders. The Company has been authorized by the Financial Advisor to permit the inclusion of its opinion in its entirety and references thereto, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld) in the Offer to Purchase, the Schedule 14D-9 and the Proxy Statement (as of the date of such opinion, to MediVisionhereinafter defined).

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”)Agreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement and each of by the Seller Documents Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite necessary corporate action and no other corporate proceedings on the part of Sellerthe Company and no stockholder votes are necessary to authorize this Agreement, the Company’s execution and delivery of this Agreement and its performance hereunder or to consummate the transactions contemplated hereby other than, with respect to the Merger, the affirmative vote of holders of a majority of outstanding shares of Company Common Stock to adopt this Agreement in accordance with the DGCL (the “Stockholder Approval”). The Stockholder Approval is the only vote of the holders of any class or series of Company Common Stock that is necessary pursuant to applicable law, the Company Certificate of Incorporation or the Company Bylaws to adopt this Agreement and consummate the Merger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly authorized and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutesis a valid and binding obligation of Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, this Agreement constitutes a legal, valid and binding obligations obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (b) On or prior to the date of this Agreement, (i) the Company Board has received from Sxxxxx Xxxxxxxx & Company Incorporated, its financial advisor (the “Company Financial Advisor”), its written opinion, subject to the limitations, qualifications and assumptions set forth therein, that the Merger Consideration to be received by the holders of Company Common Stock pursuant to this Agreement is fair from a financial point of view to such holders of Company Common Stock and (ii) the Company Board has, at a meeting duly called and held in which all directors were present, unanimously (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement Agreement, including the Merger, are advisable, fair to, to and in the best interests of, MediVision of the Company and its shareholders; stockholders, (IIB) approved and declared advisable the execution, delivery and performance of this Agreement and the transactions contemplated hereby; , including the Merger, upon the terms and subject to the conditions set forth in this Agreement, and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (IC) resolved to recommend approval of that the Company Stockholders adopt this Agreement and approve the transactions contemplated hereby to Merger in accordance with the general meeting of MediVision’s shareholders DGCL (collectively, the “MediVision Company Recommendation”) and directed that this Agreement be submitted ), which Company Recommendation, subject to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness OpinionSection 6.4, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewhas not been subsequently withdrawn, as of the date of such opinion, to MediVisionrescinded or modified in any manner.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite necessary corporate power and authority to executeenter into this Agreement and, deliver and subject to obtaining any necessary Company Shareholder Approval, to perform its obligations under hereunder. The execution and delivery of this Agreement by the Company and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby all necessary corporate action and no other corporate proceedings on the part of Seller the Company and no shareholder votes are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated hereby other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by this Agreement. The execution, delivery the MGBCL and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Sellerany necessary Company Shareholder Approval. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutesis a valid and binding obligation of Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, this Agreement constitutes a legal, valid and binding obligations obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity(the “Bankruptcy Exception”). (iib) (A) Each If the holdings of Company Common Stock by Merger Sub do not meet the threshold required by Section 351.447 of the audit committee MGBCL, the affirmative vote of not less than sixty-six and two-thirds percent (66- 2/3%) of the shares of Company Common Stock outstanding on the record date of the Company Shareholders’ Meeting, voting together as a single class (the “Company Shareholder Approval”), is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve this Agreement and the board Merger. If the holdings of directors Company Common Stock by Merger Sub meet the threshold required by Section 351.447 of MediVision has: the MGBCL, no vote of the holders of any class or series of the Company’s capital stock is necessary to approve this Agreement or the Merger. (Ic) On or prior to the date of this Agreement, the Company Board has received from UBS Securities LLC (the “Company Financial Advisor”), its written opinion, subject to the limitations, qualifications and assumptions set forth therein, that the $63.50 in cash per share to be received by the holders of Company Common Stock in the Offer and the Merger is fair from a financial point of view to such holders, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company will furnish a complete and correct copy of such opinion to Parent promptly after receipt thereof by the Company for informational purposes only; provided, however, that neither Parent nor Merger Sub may rely upon such opinion. (d) On or prior to the date of this Agreement, the Company Board (i) has unanimously determined that each of this Agreement and the transactions contemplated by this Agreement hereby, including the Offer and the Merger, are advisable, fair to, and in the best interests interest of, MediVision the Company and its shareholders; the Company Shareholders, (IIii) has unanimously authorized, adopted and approved this Agreement and the transactions contemplated hereby; , including the Offer and the Merger, on the terms and subject to the conditions set forth herein and in accordance with the MGBCL, and (IIIiii) made all other affirmative determinations has unanimously resolved to recommend that the Company Shareholders accept the Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and, if required to be made by it in connection with the MGBCL, approve this Agreement and the transactions contemplated hereby under hereby, including the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement Offer and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, to MediVisionMerger.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority to execute, enter into and has taken all corporate action necessary in order to execute and deliver this Agreement and to perform its obligations under this Agreement and each other agreementand, document, instrument or certificate contemplated by subject only to adoption of this Agreement or by the holders of a majority of Shares entitled to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement vote on such matter at a stockholders meeting duly called and held for such purpose (the “Seller DocumentsCompany Stockholder Approval”)) if required by applicable Law, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Offer, the Merger and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations obligation of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) The Company Board, by resolutions duly adopted at a meeting duly called and held, has unanimously (A) Each of the audit committee approved, and declared advisable, this Agreement and the board of directors of MediVision has: Offer, the Merger and the other transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth herein, (IB) unanimously determined that this Agreement and the such transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision the Company and its shareholders; stockholders (II) approved this Agreement other than Parent and the transactions contemplated hereby; and its Subsidiaries), (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (IC) resolved to recommend approval that the Company’s stockholders accept the Offer and tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (A) through (C) of this Agreement Section 5.1(c)(ii), the “Company Recommendation”), and the transactions contemplated hereby (D) directed that, to the general meeting of MediVision’s shareholders (extent required by applicable Law, the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVisionCompany’s shareholders stockholders for their approval; adoption at a meeting duly called and held for such purpose, which resolutions have not, as of the date of this Agreement, been subsequently withdrawn or modified in a manner adverse to Parent. (IIiii) received the BDO Fairness Opinion, On or prior to the effect that date of this Agreement, the consideration Company Board has received from Xxxxxxxxx LLC (the “Company Financial Advisor”), an opinion, subject to be received by MediVision under this Agreement is fair from a financial point of viewthe limitations, qualifications and assumptions set forth therein, that, as of the date of such opinion, the Offer Price and Per Share Merger Consideration to MediVisionbe paid to the holders of Shares (other than Excluded Shares) is fair from a financial point of view to such holders and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementand, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with its stockholders by the consummation of the transactions contemplated by this Agreement (the “Seller Documents”)Company Requisite Vote, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on Merger. The affirmative vote of a majority of the part outstanding shares of Seller are Common Stock (such affirmative vote, the "COMPANY REQUISITE VOTE") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerMerger. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Novartis and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equityequity principles. (iib) The Company Board has (A) Each of upon recommendation by the audit committee Independent Directors, duly approved and the board of directors of MediVision has: (I) unanimously determined that declared advisable this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholdersMerger; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) received the board opinions of directors its financial advisors, Credit Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated (the "FINANCIAL ADVISORS"), to the xxxxxt xxxx xhe Merger Consideration to be received by the holders of MediVision has: shares of Common Stock (Iother than the Novartis Companies) resolved is fair from a financial point of view to such holders (it being agreed and understood that such opinions are for the benefit of the Independent Directors and the Company Board and may not be relied on by Novartis or Merger Sub); (C) resolved, as of the date hereof, to recommend approval adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby to the general meeting holders of MediVision’s shareholders shares of Common Stock (such recommendations being the “MediVision "Recommendation”"); and (D) and directed directed, as of the date hereof, that this Agreement be submitted to the general meeting holders of MediVision’s shareholders shares of Common Stock for their approval; and (IIadoption. All actions necessary to satisfy the requirements set forth in Article Eleventh, Section 1(b) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date Company's Restated Certificate of such opinion, to MediVisionIncorporation have been satisfied.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated hereby, in each other agreementcase subject only, documentif applicable, instrument or certificate contemplated by to adoption of this Agreement or to be executed by Seller in connection with the consummation holders of a majority of the transactions contemplated by this Agreement outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Seller DocumentsCompany Requisite Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and thereto) this Agreement constitutesMerger Sub, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations obligation of Seller, the Company enforceable against Seller it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each As of the audit committee date hereof, the Company Board has adopted resolutions (a) approving and declaring advisable this Agreement, the Offer, the Merger and the board other transactions contemplated hereby and determining that the terms of directors of MediVision has: (I) unanimously determined that this Agreement the Merger and the other transactions contemplated by this Agreement hereby are fair to, to and in the best interests ofof the Company and to the holders of the Shares (collectively, MediVision the “Board Approval”), (b) subject to Section 6.2, recommending that the holders of Shares accept the Offer, tender their Shares to Merger Sub pursuant to the Offer, and its shareholders; (II) approved adopt this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Company Recommendation”) and directed (c) stating the terms upon which, including the time at which, and consideration for which, the Top-Up Option Shares may be acquired. The Company Board has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement be submitted to or the general meeting consummation of MediVision’s shareholders for their approval; and the transactions in the manner contemplated hereby. (IIiii) The Company Board has received the BDO written opinion (the “Fairness Opinion”) of Xxxxxx Xxxxxxx & Co., LLC (the “Company Financial Advisors”) dated as of the date of this Agreement, to the effect that that, as of the date of this Agreement, the consideration to be received by MediVision under this Agreement the stockholders of the Company pursuant to the Offer and Merger is fair to such stockholders from a financial point of view, as of the date of such opinion, to MediVision.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary hereby, subject only to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance approval of this Agreement and each the Merger by the affirmative vote of the Seller Documents and the consummation holders of a majority of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on outstanding Shares (the part of Seller"Company Requisite Vote"). This Agreement has been, is a valid and each legally binding agreement of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the "Bankruptcy and Equity Exception"). (ii) (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously The Special Committee has determined that this Agreement and the transactions contemplated by this Agreement Merger are fair to, and in to the best interests of, MediVision Company and its shareholders; stockholders (IIother than the SBC Companies) and that the Company will recommend to its stockholders that they accept the Amended Offer. The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee and following unanimous approval by the Executive Steering Committee, has, by those directors who voted, (A) unanimously adopted and approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement Merger and the other transactions contemplated hereby under and determined the Israeli Companies Law; and Merger to be advisable, (B) unanimously recommended that the board holders of directors the Shares, other than the SBC Companies, vote in favor of MediVision has: (I) resolved to recommend approval adoption of this Agreement and authorization of the transactions Merger contemplated hereby and (C) unanimously approved the business combination contemplated hereby for the purposes of Section 203 of the DGCL, including approval of the use by Parent and Merger Sub of a newly formed Delaware corporation and any acquisition of Shares by such newly formed corporation in the business combination in the event that Parent makes the designation described in the proviso to Section 10.12 hereof, provided, that such recommendations may be withdrawn, modified or amended to the general meeting extent that the Company's Board of MediVision’s shareholders (Directors determines, upon advice by outside counsel, that fiduciary duties of the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting Board of MediVision’s shareholders for their approval; and (II) Directors under applicable law require such withdrawal, modification or amendment. The Special Committee has received the BDO Fairness Opinionopinion of its financial advisors, Deutsche Banc Alex. Brown Inc., to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of viewthat, as of the date of such opinion, axx xxbject to MediVisionthe limitations set forth therein the consideration to be received by the holders of the Shares in the Amended Offer and the Merger is fair from a financial point of view to such holders (other than the SBC Companies).

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all the requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and each other agreementto comply with the provisions of this Agreement, documentsubject, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the case of the consummation of the transactions contemplated Merger, to obtaining the Requisite Company Vote. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (the “Seller Documents”)b) The Company Board has, to perform its respective obligations hereunder at a duly convened and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize held meeting: (i) unanimously (A) adopted this Agreement or any Seller Document to which it is a party or to consummate and declared advisable the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and theretoB) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (ii) (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement the Company and the transactions contemplated hereby; holders of Shares, other than Excluded Shares and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (IC) resolved to recommend approval that the holders of Shares approve this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Company Recommendation”); and (ii) and unanimously directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; and (II) . The Company Board has received the BDO Fairness Opinionoral opinions (to be confirmed by delivery of written opinions) of (a) Gxxxxxx Sxxxx & Co. LLC (“Gxxxxxx Sachs”), to the effect that that, as of the consideration date of such opinion and based upon and subject to the factors and assumptions set forth in Gxxxxxx’x written opinion, the Per Share Merger Consideration to be received by MediVision under paid to the holders of Shares (other than Parent and its Affiliates) pursuant to this Agreement is fair from a financial point of viewview to such holders of Shares and (b) BofA Securities, Inc. (“BofA Securities”) to the effect that, as of the date of such written opinion and based on and subject to various assumptions and limitations described in BofA Securities’ written opinion, the Per Share Merger Consideration to MediVisionbe received in the Merger by holders of Shares (other than holders of Excluded Shares) is fair, from a financial point of view, to such holders; (it being agreed that such opinions are for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub).

Corporate Authority; Approval and Fairness. (i) Seller Xxxxxx has all requisite corporate power and authority and has taken all corporate action (subject only to the approval of this Agreement and the Merger by the Requisite Xxxxxx Vote (as hereinafter defined)) necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or Agreement. Subject to be executed by Seller in connection with the consummation provisions of Section 320(c) of the transactions contemplated by this Agreement Israeli Companies Law, the affirmative vote of seventy-five percent (75%) of the voting Shares of Xxxxxx present and voting (not including abstainees) at the shareholders’ meeting duly called and held for such purpose (the “Seller DocumentsRequisite Xxxxxx Vote”), ) is required to perform its respective obligations hereunder and thereunder and to consummate approve the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this AgreementMerger. The execution, delivery and performance of this Agreement and each quorum required for the shareholders’ meeting is shareholders holding collectively at least one-third of the Seller Documents and the consummation issued share capital of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerXxxxxx (present in person or proxy). This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller Xxxxxx and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, Xxxxxx enforceable against Seller Xxxxxx in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: Xxxxxx has (IA) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and Merger is in the best interests of, MediVision Xxxxxx and its shareholders; (II) , approved this Agreement and the Merger and the other transactions contemplated hereby; hereby and resolved to recommend adoption of this Agreement to the holders of Shares (IIIthe “Xxxxxx Recommendation”), and directed that this Agreement be submitted to the holders of Shares for their approval, (B) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby Merger under the Israeli Companies Law; Law and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (IIC) received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxxx Xxxxx & Co. to the effect that the consideration to be received by MediVision under this Agreement is the holders of the Shares in the Merger and the Special Cash Dividend, taken together, are fair from a financial point of view, as of the date of such opinion, to MediVisionsuch holders, a copy of which opinion has been delivered to VeriFone. It is agreed and understood that such opinion is for the benefit of Xxxxxx’x board of directors and may not be relied on by VeriFone or Merger Sub.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementAgreement, document, instrument or certificate contemplated by subject only to adoption of this Agreement or to be executed by Seller in connection with its stockholders by the consummation of the transactions contemplated by this Agreement (the “Seller Documents”)Company Requisite Vote, to perform its respective obligations hereunder and thereunder and to consummate the Merger. The affirmative vote of a majority of the outstanding shares of Common Stock (such affirmative vote, the “Company Requisite Vote”), is the only vote of the holders of any class or series of capital stock or securities of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Sellerhereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, is a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to terms except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws laws relating to or affecting creditors’ the rights of creditors generally and remedies generally, and subject, as to enforceability, to general (ii) the effect of equitable principles of equitygeneral application. (iib) (A) Each The Board of Directors of the audit committee and Company (the board of directors of MediVision has: “Company Board”) at a duly held meeting has unanimously (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (IIi) approved this Agreement the execution, delivery and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval performance of this Agreement and the consummation by the Company of the transactions contemplated hereby to hereby, including the general meeting of MediVision’s shareholders Merger; (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (IIii) received the BDO Fairness Opinionoral opinion of its financial advisors, Gxxxxxx, Sxxxx & Co., to be subsequently confirmed in writing, to the effect that as of the consideration date of this Agreement and based upon and subject to the assumptions and limitations set forth therein, the Merger Consideration to be received by MediVision under the holders of shares of Common Stock (other than the Parent Companies) pursuant to this Agreement is fair from a financial point of view, as view to such holders and such opinion will be included in the Proxy Materials; (iii) determined that this Agreement and the transactions contemplated hereby are in the best interests of the date holders of such opinionshares of Common Stock, and declared it advisable, to MediVisionenter into this Agreement; (iv) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of shares of Common Stock; and (v) directed that such matters be submitted for consideration of the holders of shares of Common Stock for their adoption (the matters described in clauses (i), (iii), (iv) and (v), the “Recommendation”).

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and each other agreementsubject only, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the case of the consummation of the transactions contemplated by Merger, to approval of the “plan of merger” (as such term is used in Section 23-1-40 of the IBCL) contained in this Agreement by the holders of seventy five percent (75%) of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Seller DocumentsRequisite Company Vote”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, constitutes a valid and binding obligations agreement of Seller, the Company enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the “Bankruptcy and Equity Exception”). (ii) (A) Each of the audit committee and the The board of directors of MediVision has: the Company has (IA) unanimously determined that the Merger is in the best interests of the Company and its shareholders, unanimously adopted and declared advisable this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement Merger and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) unanimously resolved to recommend approval of the “plan of merger” (as such term is used in Section 23-1-40 of the IBCL) contained in this Agreement and the transactions contemplated hereby to the general meeting holders of MediVision’s shareholders Shares (the “MediVision Company Board Recommendation”), (B) and directed that this Agreement be submitted to the general meeting holders of MediVision’s shareholders Shares for their approval; approval of the “plan of merger” contained in this Agreement at a shareholders’ meeting duly called and held for such purpose, (IIC) received the BDO Fairness Opinionopinion of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that the consideration to be received by MediVision under this Agreement the holders of the Shares in the Merger is fair from a financial point of view, as of the date of such opinion, to MediVisionsuch holders (the “Opinion”), (D) assuming that Parent, Merger Sub and their respective affiliates collectively beneficially own less than 10% of the outstanding Shares, taken all necessary steps to render Section 23-1-43 of the IBCL inapplicable to Parent and Merger Sub and to the Merger, and (E) resolved to elect, to the extent permitted by Law, for the Company not to be subject to any Takeover Statute. It is agreed and understood that the Opinion is for the benefit of the Company’s board of directors and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite necessary corporate power and authority to executeenter into this Agreement and, deliver and subject to obtaining the Company Shareholder Approval, to perform its obligations under hereunder. The execution and delivery of this Agreement by the Company and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby all necessary corporate action and no other corporate proceedings on the part of Seller the Company and no shareholder votes are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, hereby other than the delivery and performance of this Agreement and each filing of the Seller Documents Articles of Merger as required by the TBCA and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of SellerCompany Shareholder Approval. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutesis a valid and binding obligation of Parent and Merger Sub, and each of the Seller Documents when so executed and delivered will constitute, this Agreement constitutes a legal, valid and binding obligations obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity(the “Bankruptcy Exception”). (iib) (A) Each The affirmative vote of not less than a majority of the audit committee and shares of Company Common Stock outstanding on the board record date of directors the Company Shareholders’ Meeting, voting together as a single class (the “Company Shareholder Approval”), is the only vote of MediVision has: (I) unanimously determined that the holders of any class or series of the Company’s capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement are fair to, and in Merger. (c) The Company Board has received the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board opinion of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders Deutsche Bank Securities Inc. (the “MediVision RecommendationCompany Financial Advisor”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion, to the effect that that, as of the consideration date hereof, and subject to be received by MediVision under this Agreement the assumptions, limitations, qualifications and conditions set forth therein, the Merger Consideration is fair fair, from a financial point of view, to the holders of Company Common Stock and, as of the date of this Agreement, such opinionopinion has not been withdrawn, revoked or modified. The Company will furnish a complete and correct copy of such opinion to MediVisionParent promptly (and in any event within two (2) days) after receipt thereof by the Company for informational purposes only. (d) On or prior to the date of this Agreement, the Company Board has unanimously (i) determined that each of this Agreement and the Merger is advisable, fair to and in the best interests of the Company and the Company Shareholders, (ii) authorized and adopted this Agreement and approved the Merger, on the terms and subject to the conditions set forth herein and in accordance with the TBCA, and (iii) resolved to recommend that the Company Shareholders approve this Agreement (the “Company Board Recommendation”) subject to Section 6.4(d).

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each other agreementthe Ancillary Agreements, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary Merger, subject only to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance adoption of this Agreement and each by the holders of a majority of the Seller Documents outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). This Agreement and the consummation of the transactions contemplated hereby and thereby Ancillary Agreements have been duly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller the Company and constitute valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Without limiting the generality of the foregoing, (A) the Warrant Amendments have been duly authorized, executed and delivered by the Company and, to the knowledge of the officers of the Company, the other parties thereto and constitutes a valid and binding agreement of the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Sellerother parties thereto, enforceable against Seller the Company and (assuming due authorization, execution and delivery by the other parties thereto) all holders of Warrants in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar Laws affecting creditors’ rights and remedies generallyEquity Exception, and subject, (B) as to enforceability, to general principles of equity. (ii) (A) Each a result of the audit committee execution and delivery of the board of directors of MediVision has: (I) unanimously determined that this Agreement and Warrant Amendments, the transactions contemplated by this Agreement Section 4.3(c) are fair topermitted, under the terms and conditions of the Warrants, to be consummated with respect to all outstanding Warrants, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations no further consents or waivers of any kind are required to be made by it obtained from any holders of Warrants in connection with this Agreement order for such transactions to be consummated. As used herein, “Ancillary Agreements” means, collectively, the Promissory Note (as defined in Section 6.13(a)) and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness Opinion, to the effect that the consideration to be received by MediVision under this Agreement is fair from a financial point of view, as of the date of such opinion, to MediVisionWarrant Amendments.

Corporate Authority; Approval and Fairness. (i) Seller The Company has all requisite corporate power and authority to enter into and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and each other agreementto consummate the Merger, document, instrument subject only to the affirmative vote (in person or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation proxy) of a majority of the transactions contemplated votes cast by the holders of outstanding Shares at the Shareholders Meeting, or any adjournment or postponement thereof, in favor of the adoption of this Agreement (the “Seller DocumentsCompany Requisite Vote”) and the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania pursuant to the PBCL. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (ii) As of the date of this Agreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on Board of Directors of the part of Seller are necessary to authorize Company has (A) determined that this Agreement or any Seller Document to which it is a party or to consummate and the transactions contemplated by this Agreement. The Merger Transactions are fair to, advisable and in the best interests of the Company’s shareholders, (B) approved the execution, delivery and performance of this Agreement and each of by the Seller Documents Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on Merger Transactions, (C) proposed the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against Seller Merger in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (ii) (A) Each Section 1922 of the audit committee and the board of directors of MediVision has: (I) unanimously determined that PBCL by adopting a resolution approving this Agreement and as a plan of merger for the transactions contemplated by this Agreement are fair topurposes of Section 1922 of the PBCL, and in the best interests of, MediVision and its shareholders; (IID) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to a vote at the general meeting of MediVisionShareholders Meeting and (E) recommended that the Company’s shareholders entitled to vote thereon approve this Agreement (including approval of this Agreement by the Company’s shareholders entitled to vote thereon so that this Agreement is adopted for their approval; and the purposes of Section 1924 of the PBCL) (II) the “Company Recommendation”). The Board of Directors of the Company has received the BDO Fairness Opinionopinions of Citigroup Global Markets Inc. and Pxxxx X. Xxxxxxx Company, dated the date hereof, in each case to the effect that that, based upon and subject to the consideration to be received by MediVision under this Agreement assumptions, qualifications and limitations set forth in such opinions, the Per Share Merger Consideration is fair fair, from a financial point of view, as of the date of such opinionopinions, to MediVisionthe holders of Shares. It is agreed and understood that such opinions are for the benefit of the Board of Directors of the Company and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (ia) Seller The Company has all requisite necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”)Agreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document to which it is a party or to consummate the transactions contemplated by this Agreement. The execution, delivery subject only to the authorization and performance approval of this Agreement and each Agreement, the Plan of the Seller Documents Merger and the consummation of Merger by the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite Shareholder Approval. No other corporate action authorizations on the part of Sellerthe Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in each case, to the Shareholder Approval. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, been duly authorized and validly executed and delivered by Seller and (the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto and thereto) Parent Parties, this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, constitutes a legal, valid and binding obligations obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general equity principles of equity(the "Bankruptcy and Equity Exception"). (iib) On the date of this Agreement, (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement and the transactions contemplated hereby under the Israeli Companies Law; and (Bi) the board of directors of MediVision has: Special Committee has received from J.X. Xxxxxx Securities (IAsia Pacific) resolved to recommend approval Limited (the "Company Financial Advisor"), its written opinion dated the date of this Agreement and the transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “MediVision Recommendation”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the BDO Fairness OpinionAgreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that as of the consideration date of this Agreement the Per Share Merger Consideration to be received by MediVision under this Agreement the Unaffiliated Holders of Company Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the Unaffiliated Holders of the ADSs (other than ADSs representing Excluded Shares) is fair fair, from a financial point of view, as to such Unaffiliated Holders and (ii) the Company Board (acting upon the unanimous recommendation of the date Special Committee) has unanimously determined that this Agreement, the Plan of such opinionMerger and the Merger, are fair to MediVisionand in the best interest of the Company and its shareholders, and validly adopted resolutions by a unanimous vote approving this Agreement, directing that this Agreement, the Plan of Merger and the Merger be submitted to the holders of Company Shares for their authorization and approval, and recommending to the shareholders of the Company that they authorize and approve this Agreement, the Plan of Merger and the Merger in accordance with the Cayman Companies Law (the "Company Recommendation").