Common use of Deferred Closings Clause in Contracts

Deferred Closings. If a Property is an Excluded Property pursuant to Section 6(a) of the Agreement, then the Closing(s) for any such Excluded Property (each a “Deferred Closing”) shall be deferred until the date that is fifteen (15) days following Purchaser’s notice to Seller that the conditions set forth in Section 11(a) have been satisfied with respect to such Excluded Property (each a “Deferred Closing Date”). The amount of the Purchase Price payable at Closing of the Property (other than an Excluded Property) shall be reduced by the Allocated Purchase Price of the Excluded Property (or Excluded Properties). As to any Excluded Property, the terms, conditions and covenants of the Agreement shall remain in full force and effect as to the Deferred Closing and Deferred Closing Date for such Excluded Property and Seller and Purchaser shall use commercially reasonable efforts to satisfy such conditions. If the conditions to Closing with respect to any Excluded Property are not satisfied by August 1, 2007, and Seller and Purchaser are using commercially reasonable efforts to satisfy such conditions, then absent an agreement by the parties to the contrary, any and all of each party’s rights, liabilities, obligations, representations and warranties with respect to such Excluded Property shall be void and of no further force and effect and Purchaser shall be entitled to a refund of the Excluded Property Deposit with respect to such Excluded Property; provided, however, such rights, liabilities, and obligations, together with all of the terms of the Agreement, shall remain in full force and effect with respect to all Properties being conveyed.

Deferred Closings. If Following the Initial Closing and for a Property is an Excluded Property pursuant period of 120 days thereafter, the Company may issue and allot up to Section 6(a16,340 Shares (the "Additional Shares") to additional new investor(s) approved by the Company's Board of Directors ("Deferred Closing Investor(s)"), in consideration for the payment to the Company by such Deferred Closing Investor(s) of the PPS for each Additional Share purchased thereby and for an aggregate payment to the Company of up to US$ 450,000 (the "Additional Investment Amount"), on the same terms and conditions as set forth herein (the "Deferred Closing(s)", and together with the Initial Closing, a "Closing"). Each Deferred Closing Investor shall be required to execute a joinder to this Agreement and the Company's Shareholders Rights Agreement. Immediately upon receipt from each Deferred Closing Investor of (a) a duly executed joinder to this Agreement and the Company's Shareholders Rights Agreement, then and (b) payment of the Closing(s) Additional Investment Amount for any such Excluded Property (each a “the Additional Shares purchased at the Deferred Closing”) shall be deferred until the date that is fifteen (15) days following Purchaser’s notice to Seller that the conditions set forth in Section 11(a) have been satisfied with respect to such Excluded Property (each a “Deferred Closing Date”). The amount of the Purchase Price payable at Closing of the Property (other than an Excluded Property) shall be reduced by the Allocated Purchase Price of the Excluded Property (or Excluded Properties). As to any Excluded Property, the terms, conditions Company will issue and covenants of allot the Agreement shall remain in full force and effect as Additional Shares to the Deferred Closing Investor, the name, address and number of Additional Shares issued to each Deferred Closing Date for such Excluded Property Investor shall be added to Schedule A attached hereto and Seller and Purchaser the Company shall use commercially reasonable efforts to satisfy such conditions. If the conditions to Closing with respect to any Excluded Property are not satisfied by August 1, 2007, and Seller and Purchaser are using commercially reasonable efforts to satisfy such conditions, then absent an agreement by the parties deliver to the contraryDeferred Closing Investor validly executed share certificates covering the Additional Shares issued in the name of such Deferred Closing Investor. By execution of this Agreement the Investors hereby acknowledge and consent the consummation of the Deferred Closing, subject to its terms as set forth above and hereby waive any and all rights of each party’s rightspreemption, liabilitiesparticipation, obligationsfirst offer, representations and warranties notice thereof, or any other similar right that they may have or had in connection with respect to such Excluded Property shall be void and of no further force and effect and Purchaser shall be entitled to a refund the issuance of the Excluded Property Deposit with respect to such Excluded Property; provided, however, such rights, liabilities, and obligations, together with all of Additional Shares under the terms of the Agreement, shall remain in full force and effect with respect to all Properties being conveyedCompany's governing documents.

Deferred Closings. If During a Property is an Excluded Property pursuant period of up to Section 6(aninety (90) of days following the Initial Closing Date (the “Deferred Closing Period”), the Company may sell and issue, on the same terms and conditions as those contained in this Agreement, then the Closing(s) for any such Excluded Property at one or more closings (each a “Deferred Closing”) ), up to additional 2,962 Ordinary Shares (subject to appropriate adjustments in the event of any dividend, shares split, combination or similar recapitalization affecting such shares, the “Deferred Shares”). For the avoidance of doubt, the consideration per each Deferred Share shall equal to the PPS (and total aggregate consideration for the total Deferred Shares shall be deferred until up to US$ 295,000). The Deferred Shares shall be issued to one or more investors (the date that is fifteen (15) days following Purchaser’s notice “Deferred Investor(s)”). As a condition to Seller that the conditions set forth in Section 11(a) have been satisfied issuance of such Deferred Shares, each Deferred Investor shall become a party to this Agreement by executing and delivering a Joinder Agreement or a counterpart signature page to this Agreement and an IMOE Undertaking. Exhibit A to this Agreement shall automatically be deemed to be updated to reflect the number of Deferred Shares purchased at each such Deferred Closing and the Deferred Investors. Thereafter, for all purposes under all Transaction Documents, each Deferred Investor shall be deemed to be an “Investor”, the “Deferred Shares” shall be deemed to be “Purchased Shares” and the additional purchase price for the Deferred Shares shall be deemed to be part of the “Investment Amount”. At each Deferred Closing, against payment by each Deferred Investor, severally and not jointly, of its respective purchase price with respect to such Excluded Property (each a “Deferred Closing Date”). The amount of the Purchase Price payable at Closing of the Property (other than an Excluded Property) shall be reduced Share purchased by the Allocated Purchase Price of the Excluded Property (or Excluded Properties). As to any Excluded Propertyit, the terms, conditions and covenants of the Agreement Company shall remain in full force and effect as to register the Deferred Closing Shares in the Company’s Shareholders Register and Deferred Closing Date for such Excluded Property and Seller and Purchaser shall use commercially reasonable efforts to satisfy such conditions. If file all required notices with the conditions to Closing with respect to any Excluded Property are not satisfied by August 1, 2007, and Seller and Purchaser are using commercially reasonable efforts to satisfy such conditions, then absent an agreement by the parties to the contrary, any and all Israeli Registrar of each party’s rights, liabilities, obligations, representations and warranties with respect to such Excluded Property shall be void and of no further force and effect and Purchaser shall be entitled to a refund of the Excluded Property Deposit with respect to such Excluded Property; provided, however, such rights, liabilities, and obligations, together with all of the terms of the Agreement, shall remain in full force and effect with respect to all Properties being conveyedCompanies.