Common use of Purchaser’s Conditions to Closing Clause in Contracts

Purchaser’s Conditions to Closing. The Purchaser’s obligations to consummate the purchase of the Purchase Shares and consummate the Transaction hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions (any or all of which may be waived by the Purchaser): 3.3.1. The representations and warranties of the Company and the Shareholders contained herein were true and correct when made and shall be true and correct in all material respects at the time of the Closing as though made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time of the Closing as though made again at the Closing Date). 3.3.2. The Shareholders and the Company shall have performed and complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing. 3.3.3. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).

Purchaser’s Conditions to Closing. The obligations of Purchaser under this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless waived by Purchaser’s obligations to consummate : 8.1. The Seller shall have consummated the purchase of the Purchase Shares Assets from KickApps pursuant to Section 7 of the KickApps Agreement (the “KickApps Purchase”); 8.2. Purchaser and consummate Seller shall have entered into the Transaction hereunder Consulting Agreement substantially in the form of Exhibit D; 8.3. Seller shall have obtained all authorizations, consents and approvals of all governmental agencies and authorities and executed all necessary agreements and taken all such actions as are subject required to convey the Purchased Assets to the fulfillmentPurchaser; 8.4. Seller shall have no litigation pending or threatened with respect to the Purchased Assets; 8.5. From the date of this Agreement through the Closing Date, prior there shall not have occurred any change, circumstance or event concerning the Purchased Assets that has had or could be reasonably likely to adversely affect or at substantially impair the Closing, of each of the following conditions (any or all of which may be waived by the Purchaser):Purchased Assets; 3.3.18.6. The All representations and warranties of the Company and the Shareholders Seller contained herein were true and correct when made and in this Agreement shall be true and correct in all material respects at the time and as of the Closing as though if such representations and warranties were made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time as of the Closing as though made again at the Closing Date).Closing; and 3.3.28.7. The Shareholders and the Company Seller shall have performed and complied with in satisfied all material respects all obligations and covenants agreements required by this Agreement to be performed and satisfied by Seller at or complied with by them prior to or at the Closing. 3.3.3. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by Closing. Should the Company through the Closing Date andabove conditions not be satisfied to Purchaser's satisfaction, in respect its sole discretion, as of none of themthe Closing, the Company has been given a notice of termination or such employee has given notice of intention Purchaser shall be entitled to terminate his/her employment with the Company following Closing, this Agreement without further liability between Purchaser and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the TransactionSeller. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).

Purchaser’s Conditions to Closing. ‌ The Purchaser’s obligations Purchaser shall be obliged to consummate complete the purchase Closing only if each of the Purchase Shares conditions precedent set out below have been satisfied in full at or before the Closing (each of such conditions precedent is for the exclusive benefit of the Purchaser and consummate the Transaction hereunder are subject to Purchaser may waive any of them in whole or in part in writing): (a) all of the fulfillmentdeliveries and actions of the Vendor, prior to or as set out in Section 8.1, shall have been completed by the Vendor; (b) at the Closing, of each : (i) all of the following conditions (any or all of which may be waived by the Purchaser): 3.3.1. The representations and warranties of the Company and the Shareholders contained herein were true and correct when Vendor made and in or pursuant to this Agreement shall be true and correct in all material respects as if made at the time and as of the Closing as though made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time regardless of the Closing date as though made again at of which the Closing Date). 3.3.2. The Shareholders and the Company shall have performed and complied with information in all material respects all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing. 3.3.3. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation in any schedule or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which other document made pursuant hereto is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwisegiven), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (except to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements representations and warranties may be affected by events or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All of the documents and actions to be provided or performed transactions expressly permitted by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) the Vendor shall have observed or performed in all respects all of the obligations, covenants and agreements that are to be performed by it at least 80% of Company’s Employees (disregarding any Employee that or before the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (Ciii) no Contractor of the Company Material Adverse Change shall have occurred; and (c) no order, judgment, injunction, decree, stipulation, determination, award, decision, ruling or any person providing services through the Company) has raised any claims or demand writ of any kind with respect any entitlement Governmental Authority or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling other Person shall have been received in a form reasonably satisfactory to entered that prohibits or restricts the Closing and none of the Parties (including the Purchaser. 3.3.8. The agreements and documents listed ), nor any of their respective directors, officers, employees or agents, shall be a defendant in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated or third party to or threatened with any litigation or proceedings before any Governmental Authority which, in form of termination or amendment (as applicable) being to the reasonable satisfaction opinion of the Purchaser, acting reasonably, could prevent or restrict that Party from performing any of its obligations in this Agreement or any Transaction Documents. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).

Purchaser’s Conditions to Closing. The Purchaser’s obligations to consummate the purchase of the Purchase Shares and consummate the Transaction hereunder are subject to the fulfillmentfulfilment, prior to or at the Closing, of each of the following conditions (any or all of which may be waived by the Purchaser): 3.3.1. The (a) the representations and warranties of the Company and the Shareholders contained herein Seller were true and correct in all material respects when made and shall be true and correct in all material respects at the time of the Closing as though made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time of the Closing as though made again at the Closing Date).; 3.3.2. The Shareholders and (b) the Company Seller shall have performed and complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing.; 3.3.3(c) the execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by all regulatory authorities or third parties whose approvals are required by law or necessary to preserve the rights and benefits currently enjoyed by the Company after the Closing. No Without limiting the generality of the foregoing, such approvals include the Investment Centre, the Israeli Anti-Trust Authority (unless confirmation is received from the Israeli Anti-Trust Authority that no antitrust approval is required in Israel) and the Ministry of Communications regarding the Company’s Trade License for Establishment and Maintenance of Communication Stations; (d) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority governmental agency or legislative body to enjoin, restrain restrain, prohibit or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of of, this Agreement or the consummation of the Transaction.transactions contemplated hereby; 3.3.4. Between (e) the Purchaser shall have received a true and correct copy of every consent, approval and waiver required for the execution of this Agreement and the consummation of the transactions contemplated hereby; (f) all corporate and other proceedings in connection with the approval and fulfilment of this Agreement (and any of its ancillary documents, schedules or exhibits), including all transactions contemplated at the Closing and all documents incident thereto, including the implementations of the provision thereof, shall have been taken in a manner satisfactory in form and substance to the Purchaser and the Purchaser shall have received counterpart original / certified copies of such documents; (g) between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company or the Subsidiary (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none any material adverse change in any of the following Ituran, Arad, Korea or China projects beyond that described in Schedule 3.4(a)). Without derogating from the above, it is clarified that an unconditional notice in writing from KLIC stating that the Second Phase and Third Phase of the project in Korea are terminated shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in pursuant to this Agreement (regardless of the reason for such termination); (h) All shareholders of the Company shall have irrevocably waived any rights of first refusal and of itself unless it results in an actual material adverse change as provided above (preemptive rights applying to the extent that such change does not disproportionately adversely affect purchase of the Purchase Shares by the Purchaser or any future issuance of shares of the Company. (i) All options or shares, as applicable, granted pursuant to prior employee option plans or restricted stock plans shall have been either in the case of options expired or fully exercised, or in the case of shares under restricted stock plans, shares shall no longer be eligible for issuance, except for new shares for Key Management issued immediately prior to the Closing. (j) The Continuing Shareholders shall continue to hold the Continuing Shareholder Shares constituting the Continuing Shareholder Percentage. (k) The Company shall have delivered to the Purchaser the Closing Date Balance Sheet, at least three Business Days prior to the Closing. (l) The Company shall continue to own 100% of the issued shares and all other rights of the Subsidiary, and 10.28% of the issued shares of Locationet Ltd. (m) All charges registered against the assets of the Company compared shall have been discharged (except for charges in favour of banks for extending ordinary business credit lines to other firms in the industries in which the Company participatesCompany). 3.3.5. All of the documents and actions to be provided or performed by the (n) The Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date made a provision in its books and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims records with respect to ageing inventory in an amount of $524, 000 less any amount paid to the effect Company by the Seller by way of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees purchase price for any of the Company have been notified that the Transaction is scheduled inventory referred to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”2.3(n) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaserhereto. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).

Purchaser’s Conditions to Closing. The Purchaser’s obligations 's obligation to consummate purchase the purchase of the Purchase Shares and consummate the Transaction hereunder are Property is subject to the fulfillmentfulfillment prior to, prior to or at the Closing, of each Closing of the following conditions conditions: (any or all a) All of which may be waived by the Purchaser): 3.3.1. The representations and warranties of the Company and the Shareholders Seller contained herein were true and correct when made and in this Agreement shall be true and correct in all material respects at on the time of the Closing as though made again at date hereof and on the Closing Date (with the same force and effect as if made on and as of the date hereof and the Closing Date, respectively, except that the Fundamental Representations any representations and warranties that relate solely to a particular date or period shall be true and correct in all respects at the time as of the Closing as though made again at the Closing Date)such date or period. 3.3.2. (b) The Shareholders and the Company Seller shall have performed and complied with all agreements and conditions contained in all material respects all obligations and covenants required by this Agreement required to be performed or complied with by them it prior to or at the ClosingClosing and at the time of the Closing no Default shall have occurred and be continuing. 3.3.3. (c) No actionaction shall have been taken and no statute, proceeding, investigationrule, regulation or legislation order shall have been institutedenacted, threatened adopted or proposed before issued by any courtgovernmental agency which would, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or the consummation as of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there have a Material Adverse Effect; no action, suit, proceeding or investigation shall have been no material adverse change in commenced and be pending against or affecting or, to the business, operations, condition (financial or otherwise), assets or liabilities knowledge of the Company (regardless Seller threatened against, the Seller before any court or governmental agency, body or administrative agency or authority that, if such events or changes are inconsistent with the representations or warranties contained herein)adversely determined, might result in a Material Adverse Effect; provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above no stop order shall have been providedissued preventing the Trust Conveyance or which might have a Material Adverse Effect. 3.3.6. (Ad) all Key Employees are employed Purchaser shall have received certificates, dated the Closing Date, signed by the Company through manager or other authorized party of Seller confirming, as of the Closing Date and none of them has been given a notice of termination by Date, the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreementmatters set forth in paragraphs (a), (b) and (Bc) (i) Founders to confirm within 5 days of this Agreement, that all employees of SECTION 9.03. (e) At the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders Seller shall have executed and delivered a Letter of Transmittal the Closing Documents to Purchaser or a counter signature of this the Title Company together with such other documents and instruments as the Title Company or Purchaser may reasonably request to effectuate the Trust Conveyance. (f) Contemporaneously with the Closing, the financing transactions evidenced by the Senior Secured Notes (as defined in the Management Agreement, or (ii) a period of one month from shall be consummated and all documents necessary and incidental thereto shall be executed and delivered by the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares)appropriate parties.

Purchaser’s Conditions to Closing. The Purchaser’s obligations to consummate the purchase of the Purchase Purchased Shares and consummate the Transaction hereunder are subject to the fulfillmentfulfilment, prior to or at the Closing, of each of the following conditions (any or all of which may be waived by the Purchaser): 3.3.13.4.1. The representations and warranties of the Company and the Shareholders Consideration Recipients contained herein were true and correct in all material respects when made and shall be true and correct in all material respects at the time of the Closing as though made again at the Closing Date Date, except (except that the Fundamental Representations i) for those representations and warranties qualified by material, materiality or similar expressions which shall be true and correct in all respects at the time respects, (ii) changes contemplated by this Agreement, and (iii) for those representations and warranties that address matters only as of the Closing a particular date, which representations and warranties shall have been true and correct as though made again at the Closing Date)of such particular date. 3.3.23.4.2. The Shareholders Consideration Recipients and the Company shall have performed and complied with in all material respects all with the obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing. 3.3.33.4.3. No action, proceeding, investigation, regulation proceeding or legislation investigation shall have been instituted, threatened or proposed before any court, court or Governmental Authority or legislative body and no Order shall be in effect to enjoin, alter, prevent, restrain or prohibit this Agreement or , prohibit, materially delay, restrict the consummation of the TransactionClosing, or that shall impact materially and no actionadversely the operation of the business following the Closing. No proceeding challenging this Agreement, proceeding, investigation, regulation the Transaction Documents or legislation shall have been instituted before any court, Governmental Authority the Transactions contemplated by the Transaction Documents or legislative body seeking to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement of, the Transaction Documents or the consummation of the Transaction, shall have been instituted by any Person before any Governmental Authority and be pending. 3.3.43.4.4. Between The execution, delivery and performance of the date Transaction by the Company and the Consideration Recipients shall be duly authorized by the Board of Directors and the shareholders of the Company. Copies of the resolutions adopted by the Board of Directors and the shareholders of the Company, respectively approving this Agreement substantially in the form attached hereto as Schedule ‎3.2.7(a) and Schedule ‎3.2.7(b) shall have been provided to the Closing DatePurchaser at or prior to the Closing. 3.4.5. All outstanding options, there warrants and any other securities convertible or exercisable into Ordinary Shares or Preferred Seed Shares, including those set out in Schedule ‎3.4.5, shall have been exercised, converted, expired, repaid or cancelled, and all outstanding Security Interests on the Purchased Shares shall have been discharged, such that immediately following the Closing, the Purchaser shall be the owner of 100% of the issued and outstanding share capital of the Company on such date, free and clear of all Security Interests. 3.4.6. There shall have been no material adverse change in Company Material Adverse Effect. 3.4.7. The Purchaser and the businessKey Employees have executed the Key Employment Agreements, operations, condition (financial or otherwise), assets or liabilities between the Purchaser and each of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates)Key Employees. 3.3.53.4.8. All of the documents Closing deliverables set forth in Section ‎3.2 and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 ‎3.2.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect duly received to the effect satisfaction of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.83.4.9. The agreements and documents listed Closing Certificate provided shall indicate that there is no Debt in the Company, other than as set forth in Schedule 3.3.8 (“Terminated Agreements”) 4.22 of the Disclosure Schedule. 3.4.10. The Company shall have been terminated in form of termination or amendment (as applicable) being to duly approved the reasonable satisfaction of purchase of, and shall actually purchased the PurchaserTail Insurance Policy. 3.3.93.4.11. The earlier of the following Company shall have occurred: purchased a general third party liability insurance policy (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares“Third Party Insurance”).

Purchaser’s Conditions to Closing. The Purchaser’s obligations to consummate the purchase of the Purchase Shares and consummate the Transaction Purchaser hereunder are subject to the fulfillment, prior to or at the Closing, satisfaction of each of the following conditions (any at or all before Closing, the occurrence of which may may, at the option of Purchaser, be waived by waived: (a) Subject to the Purchaser): 3.3.1. The matters disclosed in the Disclosure Memorandum, all representations and warranties of Sellers in this Agreement, as supplemented by Sellers from time to time in accordance with the Company terms hereof, shall be true in all material respects on and as of the Shareholders contained herein were true Closing (other than representations and correct when made and warranties qualified as to materiality which shall be true and correct in all material respects at respects, after giving effect to the time of the Closing as though made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time of the Closing as though made again at the Closing Datemateriality qualifier(s) contained therein). 3.3.2(b) Any supplement to the representations and warranties delivered by Sellers in accordance with the terms hereof shall not in Purchaser's reasonable judgment be material. The Shareholders and Without limiting the Company foregoing, for purposes of this clause (b) only, any supplement that, individually or in the aggregate, together with other supplements, could reasonably be expected to involve a cost, liability, obligation or claim (not covered by insurance) exceeding $250,000 shall be deemed to be material. (c) Sellers shall have performed and complied with in all material respects with all of their obligations and covenants required by under this Agreement which are to be performed or complied with by them Sellers prior to or at on the ClosingClosing Date. 3.3.3. No action, proceeding, investigation, regulation (d) The waiting period under the HSR Act shall have expired or legislation a notification of early termination of the waiting period shall have been institutedreceived by Purchaser. (e) Sellers shall have delivered the items required by Section 2.4(a). (f) The Escrow Agreement shall be duly executed by the Escrow Agent and Avado. (g) Purchaser shall have obtained the cash proceeds of financing on terms and conditions acceptable to Purchaser (it being understood that the terms and conditions specifically set forth in the letters attached hereto as Exhibit C are acceptable to Purchaser). (h) Purchaser shall have obtained, threatened either from Sellers or proposed before any courtdirectly from the issuing authority, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or all Permits necessary for the consummation operation of the Transaction, Restaurants and no action, proceeding, investigation, regulation or legislation the continued development of the Development Restaurant. (i) There shall not have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change change, nor any event which could reasonably be expected to constitute a material adverse change, in the business, financial condition, results of operations, condition (financial properties or otherwise), assets or liabilities of the Company (regardless if such events MS Division or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of Business from the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect date hereof to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates)Closing Date. 3.3.5. All of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (Aj) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to Since the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling there shall not have been received in a form reasonably satisfactory to the commenced or threatened against Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination , or amendment (as applicable) being to the reasonable satisfaction of the against any Person affiliated with Purchaser. 3.3.9. The earlier of the following shall have occurred: , any Action (i) all Shareholders shall have executed and delivered a Letter involving any challenge to, or seeking damages or other relief in connection with, any of Transmittal or a counter signature of this Agreementthe transactions contemplated hereunder, or (ii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereunder. (k) The audited consolidated balance sheet of the MS Division dated December 31, 2000, and the audited consolidated statements of operations, stockholders' equity, and cash flow of the MS Division for the fiscal year ended December 31, 2000, shall not reflect any changes which, in the aggregate, result in a period of one month material deviation from the date corresponding Financial Statements (after giving affect to the variances to GAAP listed on Schedule 3.6). (l) At Closing, there will be no more than two Leases that contain a default provision which would be triggered by the bankruptcy or insolvency of delivery Avado. Notwithstanding anything to the contrary set forth in clause (h) above, the failure to obtain a Permit or Consent for a Permit listed on Schedule 3.11 (other than Liquor Permits and Permits related to the Business Intellectual Property) shall constitute a condition to the obligations of Purchaser hereunder only to the extent that the failure to obtain such Permit or Consent (alone or together with any other such Permits or Consents for such Permits that are not obtained) would have a material adverse effect on the business, financial condition, results of operations, properties or assets of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during MS Division, any Restaurant or the one month period from Development Restaurant. Further, if the date of delivery Purchaser is unable to obtain a Permit or a Consent under a Permit necessary for the continued operation of the Bring-Along Notice (unless Restaurants and the court adjudicating the 341 Legal Proceeding approves the consummation continued development of the purchase Development Restaurant after the Closing Date, and the Purchaser reasonably believes that it will be able to obtain such a Permit or Consent within two months of all Purchase Shares)the Closing Date, Closing of the transactions contemplated hereunder will not be delayed if Sellers deliver a duly executed management agreement or agreements which allows the continued operation of the Restaurants or the continued development of the Development Restaurant after the Closing Date for the benefit of the Purchaser; provided that (i) each such management agreement shall be on such terms and conditions as are acceptable to Purchaser and its financing sources, and (ii) Purchaser receives the same economic benefit under the management agreement as it would have received had Purchaser held, as of the Closing Date, the Permit that is subject to the management agreement.

Purchaser’s Conditions to Closing. The Purchaser’s obligations to consummate the purchase of the Purchase Shares and consummate the Transaction hereunder are Purchaser under this Agreement shall be subject to the fulfillment, fulfillment at or prior to or at the Closing, of each Closing of the following conditions (any or all of which may be conditions, unless waived by Purchaser: 8.1 Purchaser shall have satisfactorily completed all necessary technical (including, but not limited to, software code review) and legal due diligence of the Purchased Assets; 8.2 Purchaser shall have entered into employment agreements with each Employee in forms reasonably satisfactory to Purchaser; 8.3 Seller shall have obtained all authorizations, consents and approvals of all governmental agencies and authorities and executed all necessary agreements and taken all such actions as are required to convey the Purchased Assets to the Purchaser):; 3.3.1. The 8.4 Seller shall have no litigation pending or threatened with respect to the Purchased Assets; 8.5 From the date of this Agreement through the Closing Date, there shall not have occurred any change, circumstance or event concerning the Purchased Assets that has had or could be reasonably likely to adversely affect or substantial impair the Purchased Assets; 8.6 All representations and warranties of the Company and the Shareholders Seller contained herein were true and correct when made and in this Agreement shall be true and correct in all material respects at the time and as of the Closing as though if such representations and warranties were made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time as of the Closing as though made again at the Closing Date).Closing; and 3.3.2. The Shareholders and the Company 8.7 Seller shall have performed and complied with in satisfied all material respects all obligations and covenants agreements required by this Agreement to be performed and satisfied by Seller at or complied with by them prior to or at the Closing. 3.3.3. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by Closing. Should the Company through the Closing Date andabove conditions not be satisfied to Purchaser's satisfaction, in respect its sole discretion, as of none of themthe Closing, the Company has been given a notice of termination or such employee has given notice of intention Purchaser shall be entitled to terminate his/her employment with the Company following Closing, this Agreement without further liability between Purchaser and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the TransactionSeller. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).

Purchaser’s Conditions to Closing. The Purchaser’s obligations of Purchaser to consummate proceed with the purchase of the Purchase Shares and consummate the Transaction hereunder Closing are subject to the fulfillment, fulfillment at or prior to or at the ClosingClosing Date, of each of the following conditions set forth in this Section 7.1 (any or all of which may be waived by the “Purchaser’s Conditions Precedent”): 3.3.1. The (a) the representations and warranties of the Company and the Shareholders contained herein were true and correct when made and Seller in Section 5 shall be true and correct in all material respects at the time and as of the Closing Date with the same effect as though made again at on and as of the Closing Date (except to the extent that the Fundamental Representations any representation or warranty speaks to a specific date, such representation or warranty shall be true and correct in all respects at the time as of the Closing as though made again at the Closing Datesuch date).; 3.3.2. The Shareholders and the Company (b) Seller shall have performed delivered the documents set forth in Section 3.2(a); (c) all covenants, agreements and complied with obligations contained in all material respects all obligations and covenants required by this Agreement to be performed or complied with by them Seller on or prior to or at the Closing. 3.3.3. No action, proceeding, investigation, regulation or legislation Closing Date shall have been institutedperformed or complied with, threatened in each case, in all material respects; (d) the written approval and consent of any Person for the assignment and assumption of all Purchased Contracts shall have been obtained to the extent that such approval and consent is required under the terms of such Purchased Contract; (e) there shall be no Governmental Order, or proposed Action pending by or before any courtGovernmental or Regulatory Authority to obtain a Governmental Order, Governmental Authority to the effect that the transactions contemplated hereby may not be consummated as herein provided or legislative body otherwise seeking to enjoin, restrain prohibit or prohibit this Agreement or restrict the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation transactions contemplated hereby; (f) Purchaser shall have received a certificate duly executed by a senior officer of Seller, in a form reasonably satisfactory to Purchaser, to the effect that each of the conditions specified in Sections 7.1(a) and 7.1(c) have been instituted before any courtsatisfied; (g) Seller shall not have received notice of a termination of Purchased Contract(s) or have knowledge of a termination of a Purchased Contract(s), Governmental Authority (whether such termination occurs prior to, on or legislative body to obtain substantial damages after the Closing), which in respect ofeach case, result in, or which is related to, would reasonably be expected to result in a Material Adverse Effect. Purchaser shall have the right to waive in writing any or arises out of this Agreement or the consummation all of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein)conditions precedent to its obligations hereunder; provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All of the documents and actions to be provided or performed no waiver by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect condition to its obligations hereunder shall constitute a waiver by Purchaser of any entitlement or right in connection with the Transactionother condition precedent to its obligations hereunder. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).

Purchaser’s Conditions to Closing. The Purchaser’s obligations Purchaser shall not be obligated to consummate proceed with the purchase of the Purchase Shares Closing unless and consummate the Transaction hereunder are subject to the fulfillment, prior to or at the Closing, of until each of the following conditions has been either fulfilled or waived in writing by Purchaser: (any or all of which may be waived by the Purchaser): 3.3.1. The representations and warranties of the Company and the Shareholders contained herein were true and correct when made and shall be true and correct in all material respects at the time of the Closing as though made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time of the Closing as though made again at the Closing Date). 3.3.2. The Shareholders and the Company shall have performed and complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing. 3.3.3. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there a) There shall have been no material adverse change in the business, operations, condition (financial uncured breach of any representation or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, warranty given by Seller herein that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, would have a material adverse change: effect on the use, value or operation of the Property; (b) Seller shall have substantially performed all of the other covenants and other obligations to be performed by it under this Agreement, after the expiration of any applicable notice and cure periods set forth in Article XII below; other than the obligations required to be performed by Seller at Closing, which must be fully performed by Seller at Closing; (c) Purchaser shall have received the Title Policy (or a signed, marked title commitment) from the Title Company, as further described in Section 3.3 above; and (d) There shall be no litigation or proceeding threatened or pending before any state, federal or local court, tribunal, arbitrator, or governmental agency which would (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All of the documents and actions Seller’s obligations to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) adversely affect, other than to a period de minimis extent, (A) the performance by Seller of one month from its obligations under this Agreement other than its obligations to be performed at Closing, or (B) the date of delivery Property. In the event that any of the Bring- Along Notice shall have expired and at such time there shall have foregoing conditions to Purchaser’s obligation to close has not been no 341 Legal Proceeding initiated during the one month period from the date of delivery either fulfilled or waived in writing by Purchaser as of the Bring-Along Notice Closing Date (unless as extended by cure or by the court adjudicating the 341 Legal Proceeding approves the consummation Extension Option in each case pursuant to Section 7.1 hereof) then Purchaser shall be entitled to terminate this Agreement and receive a refund of the purchase of all Purchase Shares)Xxxxxxx Money, in addition to any other remedies, if and to the extent applicable, expressly set forth in this Agreement.

Purchaser’s Conditions to Closing. The Purchaser’s obligations of Purchaser to consummate the purchase of the Purchase Shares and consummate the Transaction hereunder are transactions contemplated by this Agreement shall be subject to the fulfillment, prior fulfillment to or at the Closing, Purchaser’s reasonable satisfaction of each of the following conditions conditions: (any or all of which may be waived by the Purchaser): 3.3.1. a) The representations and warranties of the Company and the Shareholders Sellers herein contained herein were true and correct when made and shall be true and correct (i) in all material respects at the time with respect to representations and warranties which are not modified by materiality and (ii) in all respects with respect to representations and warranties which are modified by materiality, in either case, on and as of the Closing Date with the same force and effect as though made again at the Closing Date (as of such date, except that the Fundamental Representations shall be true and correct in all respects at the time of the Closing as though made again at the Closing Date)for any variations permitted by this Agreement. 3.3.2. The Shareholders and the Company (b) Sellers shall have performed and complied with in all material respects all obligations the covenants and covenants required by agreements contained in this Agreement that are required to be performed or complied with by them Sellers on or prior to or at the ClosingClosing Date. 3.3.3. No action, proceeding, investigation, regulation or legislation (c) Sellers shall have secured in writing all consents and approvals described in Schedule 5.01(c), in form and substance satisfactory to Purchaser, by and from all third parties whose consent and approval is required by contract or law for the consummation of the transactions herein contemplated or shall have otherwise provided alternative or substitute arrangements in accordance with Section 1.04. (d) Sellers shall have delivered all documents required to be delivered by Sellers at Closing, as more specifically set forth in Article IV of this Agreement, in each case in form and substance reasonably satisfactory to Purchaser. (e) Sellers shall have secured all appropriate orders, consents, approvals and clearances, in form and substance reasonably satisfactory to Purchaser, by and from all third parties, including regulatory agencies and other governmental authorities and agencies, whose order, consent, approval or clearance is required by contract or law for Seller’s consummation of the transactions herein contemplated, and shall have delivered copies thereof to Purchaser. (f) There shall not have been institutedany material adverse change since June 30, 2005 in Sellers’ business, financial condition, assets or operations or any occurrence or circumstance which could reasonably be expected to have such a material adverse change, other than a material adverse change arising from events or conditions relating to the economy in general or the oil and gas industry in general and not specifically relating to Sellers. (g) There shall be no pending or threatened or proposed before any court, Governmental Authority or legislative body litigation relating to enjoin, restrain or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All (h) Each of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (Athose key employees listed on Schedule 5.01(h) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders attached hereto shall have executed and delivered a Letter of Transmittal to Purchaser an Employment Agreement (including non-competition covenants) in the form attached hereto as Exhibit C. (i) SESI shall have executed and delivered to Purchaser or a counter signature designated Affiliate of this Purchaser, a Preferred Provider Agreement (for power swivels and tongs) in the form of Exhibit D (the “Preferred Provider Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares”).

Purchaser’s Conditions to Closing. The Purchaser’s performance by the Purchasers of their obligations to consummate the purchase of the Purchase Shares and consummate the Transaction hereunder are shall be subject to the fulfillment, prior to satisfaction or waiver (at the Closing, absolute discretion of each the Purchasers) of the following conditions precedent: (any or all of which may be waived by the Purchaser): 3.3.1. a) The representations and warranties of the Company and the Shareholders contained herein were true and correct when made and Sellers set forth in Article IV shall be true and correct in all material respects at the time as of the Closing Date, subject to any qualifications as though made again at to Knowledge, materiality or otherwise therein set forth, except where the Closing Date (except that the Fundamental Representations shall failure of such representations or warranties, individually or collectively, to be true and correct (without regard to qualifications of materiality contained in all respects at such presentations and warranties) would not reasonably be likely to result in a Brand Material Adverse Effect, it being understood that nothing set forth herein shall affect, the time Purchasers’ right to indemnity pursuant to Article VI for any breach of a representation or warranty as a result of any representation or warranty not being true and correct as of the Closing as though made again at the Closing Date).; 3.3.2. (b) The Shareholders and the Company Sellers shall have performed and complied with all of the covenants hereunder in all material respects all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at through the Closing. 3.3.3. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, all of their covenants to be performed at or prior to the Closing as set forth in Article VI; (c) All consents and approvals of third parties necessary in order for Sellers to consummate the transactions contemplated by this Agreement shall have been obtained, including, without limitation, those referred to in Section 4.3 and Section 4.12(e), except for Nonassignable Assets for which pursuant to Section 6.3(c) the Purchasers make the determination that they are entitled to receive the full benefit; (d) No action, suit, or proceeding shall be pending or threatened against Sellers before any impact on revenues and/or on court or quasi-judicial or administrative Governmental Authority or before any arbitrator wherein an unfavorable Order would (i) prevent consummation of any of the Company’s relationship with its supplierstransactions contemplated by this Agreement, customers or prospective customers attributable thereto; (ii) cause any adverse effect that results from changes affecting of the industries in which the Company participate (transactions contemplated by this Agreement to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); be rescinded following consummation, or (iii) changes in applicable legal requirements or US GAAP after affect adversely the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates). 3.3.5. All right of the documents Purchasers to own their assets and actions to own and operate the Brand Assets (and no such Order shall be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above in effect); (e) There shall have been provided.no Requirement of Law or Order promulgated, enacted, entered or enforced by any Government Authority that shall remain in effect that restrains, prohibits or delays the Sellers’ performance of this Agreement; 3.3.6. (Af) all Key Employees are employed by the Company through the Closing Date and none Coty shall not have commenced operation of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims an online sweepstakes with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees either of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to Brands after the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and ; (Cg) no Contractor Each of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling Sellers shall have been received in a form reasonably satisfactory delivered to the Purchaser.Purchasers a certificate of its chief executive officer, president or general manager to the effect that each of the conditions specified above in clauses (a)-(e) of this Section 7.2 is satisfied in all respects; 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”h) There shall not have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser.a Brand Material Adverse Effect; 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders The Sellers shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or to the Purchasers’ counsel at least three (ii3) days prior to the Closing (A) a period separate trademark assignment, in favor of one month from Lander, substantially in the date form of delivery Exhibit D, for each country in which trademarks that are Brand Intellectual Property are owned by the Sellers, listing every such trademark owned in that country (whether registered, pending registration or unregistered) with a description of each such trademark by xxxx and, where applicable, the registration or application number, and said assignments are to be held in escrow by Purchasers’ counsel and released at Closing, (B) assignments of the Bring- Along Notice shall Sellers’ rights for each fragrance used in connection with the Brand Products created by third parties exclusively for the Sellers, (C) copies of all formula used in connection with the manufacture of the Brand Products, and (D) a hard copy and an electronic copy of all databases, if available and subject to any license restrictions applicable to such databases, in which a Seller’s patents and trademarks applicable to the Brand Products have expired been recorded, such assignments to be in form and at such time there substance reasonably satisfactory to the Purchasers and their counsel; (j) The applicable Transaction Documents shall have been no 341 Legal Proceeding initiated during executed and delivered to the one month period from Purchasers and all agreements, certificates and other documents delivered to the date of delivery of Purchasers hereunder shall be in form and substance reasonably satisfactory to counsel for the Bring-Along Notice Purchasers; and (unless k) Calgon Corporation, Benckiser and the court adjudicating other parties thereto shall have executed and delivered the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares)Consent and Amendment Agreement.

Purchaser’s Conditions to Closing. The Purchaser’s obligations obligation to consummate purchase the purchase of Property or otherwise to perform any obligation provided in this Agreement is expressly conditioned upon the Purchase Shares and consummate the Transaction hereunder are subject to the fulfillment, prior to fulfillment or at the Closing, satisfaction of each of the following conditions precedent on or before the Closing Date (any or all of which may be waived only in writing by the PurchaserPurchaser in its discretion): 3.3.1. 11.3.1 Purchaser shall have obtained all Governmental Approvals necessary to purchase the Property; 11.3.2 Seller shall have fully performed each undertaking and covenant and 11.3.3 Each representation and warranty made in this Agreement by Seller shall be complete, true and accurate; 11.3.4 The representations and warranties Owner’s Title Policy shall be issued, or in lieu of issuance of the Company and foregoing at Closing, the Shareholders contained herein were true and correct when made and shall be true and correct in all material respects at the time of the Closing as though made again at the Closing Date (except that the Fundamental Representations shall be true and correct in all respects at the time of the Closing as though made again at the Closing Date). 3.3.2. The Shareholders and the Title Company shall have performed delivered a “marked up” Title Commitment, subject only to the Permitted Exceptions, with gap coverage, deleting all requirements and complied with deleting the standard exceptions; 11.3.5 Without additional cost or charge to Purchaser, the Intangible Property shall be assigned to Purchaser; 11.3.6 Except as cured by Seller or otherwise approved or waived in all material respects all obligations and covenants required writing by this Agreement to be performed or complied with by them prior to or at the Closing. 3.3.3. No actionPurchaser, proceeding, investigation, regulation or legislation no event shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit this Agreement or occurred that may have an adverse effect on the consummation physical condition of the TransactionProperty; 11.3.7 No amendments, restatement, adoption or repeal of any laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and no actionrequirements of all governmental authorities, proceedingofficials, investigationagencies and officers, regulation ordinary or legislation extraordinary, shall have been instituted before any court, Governmental Authority occurred that is applicable to the Property and has or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of this Agreement or the consummation of the Transaction. 3.3.4. Between the date of this Agreement and the Closing Date, there shall could have been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of the Company (regardless if such events or changes are inconsistent with the representations or warranties contained herein); provided, however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any an adverse effect to upon the extent attributable to the execution of this Agreement value, use, operation, zoning, development or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship with its suppliers, customers or prospective customers attributable thereto; (ii) any adverse effect that results from changes affecting the industries in which the Company participate (to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participate); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (to the extent that such changes do not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates)condition thereof. 3.3.5. All of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).

Purchaser’s Conditions to Closing. The Purchaser’s obligations to consummate the purchase of the Purchase Shares and consummate the Transaction hereunder are subject to the fulfillmentfulfilment, prior to or at the Closing, of each and all of the following conditions (any or all of which may be waived by the Purchaser): 3.3.1. The (a) the representations and warranties of the Company and the Shareholders contained herein Sellers were true and correct in all material respects when made and shall be true and correct in all material respects at the time of the Closing as though made again at the Closing Date (except those representations and warranties that the Fundamental Representations address matters only as of a particular date, which shall be true and correct in all respects at as of that date); (b) the time of the Closing as though made again at the Closing Date). 3.3.2. The Shareholders and the Company Sellers shall have performed and complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing.; 3.3.3. No (c) the execution and the delivery of this Agreement and the consummation of the Transaction contemplated hereby shall have been approved by all Governmental Authorities or third parties whose approvals are required by Law or necessary to preserve the rights and benefits currently enjoyed by the Company and the Fully Owned Subsidiaries after the Closing; (d) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain restrain, prohibit or prohibit this Agreement or the consummation of the Transaction, and no action, proceeding, investigation, regulation or legislation shall have been instituted before any court, Governmental Authority or legislative body to obtain substantial damages in respect of, or which is related to, or arises out of of, this Agreement or the consummation of the Transaction.Transaction contemplated hereby; 3.3.4. Between (e) the date Purchaser shall have received a true and correct copy of every consent, opinion, approval and waiver required for the execution of this Agreement and the consummation of the Transaction contemplated hereby; (f) all corporate and other proceedings in connection with the approval and fulfilment of this Agreement (and any of its ancillary documents, schedules or exhibits), including all transactions contemplated at the Closing and all documents incident thereto, including the implementations of the provision thereof, shall have been taken in a manner satisfactory in form and substance to the Purchaser and the Purchaser shall have received counterpart original or certified copies of such documents; (g) between the December 31, 2017 and the Closing Date, there shall have been no material adverse change in Seller Material Adverse Effect other than as set forth on the businessSchedules; (h) Sellers A shall continue to hold 7,034,336 RTH Shares constituting 18.7180% of the outstanding Ordinary Shares of the Company; (i) the Company shall continue to own, operationsdirectly or indirectly, condition 100% (financial or otherwise)one hundred percent) of the issued shares and all other rights of the Fully Owned Subsidiaries, and 50% (fifty percent) of the issued shares and all other rights of the Partly Owned Subsidiaries; and (j) all Liens registered against the assets or liabilities of the Company shall have been discharged (regardless if such events except for Liens in favor of banks for extending ordinary business credit lines to the Company and Permitted Security Interests). (k) Global Telematics Solutions GTS Ecuador S.A (“GTS Ecuador”) hasbeen wholly and irrevocably transferred without any Tax ramifications or changes are inconsistent with exposures to the representations or warranties contained herein); provided, however, that none Company and any of the following shall be deemed in and Subsidiaries or any exposure or any Liability. (l) The transfer of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse change: (i) any adverse effect to the extent attributable to the execution of this Agreement or the announcement or pendency of the acquisition or the other transactions contemplated hereby, including, but not limited to, any impact on revenues and/or on the Company’s relationship registered office and Tax residency from Bilbao to Madrid. (m) The Company will deliver unaudited consolidated financial statements (with its suppliersa limited review opinion by the auditors) for the 6 (six) month period ended June 30, customers 2018 (including changes of profit or prospective customers attributable thereto; (ii) any adverse effect that results from loss, changes affecting the industries in which the Company participate (stockholders’ equity, statements of cash-flows and notes to the extent that such changes do not disproportionately adversely affect the Company as a whole compared to other firms in the industries in which the Company participatestatements); (iii) changes in applicable legal requirements or US GAAP after the date hereof; or (iv) change in general economic conditions of or securities markets in Israel or the United States (, all according to the extent that such changes do not disproportionately adversely affect IFRS (the Company compared to other firms in the industries in which the Company participate). Any adverse effect that results from epidemic, pandemic or disease outbreak (including the COVID-19 virus) will not be considered a material adverse change in and of itself unless it results in an actual material adverse change as provided above (to the extent that such change does not disproportionately adversely affect the Company compared to other firms in the industries in which the Company participates“Interim Financial Statements”). 3.3.5. All of the documents and actions to be provided or performed by the Company and/or the Shareholders pursuant to Section 3.2 above shall have been provided. 3.3.6. (A) all Key Employees are employed by the Company through the Closing Date and none of them has been given a notice of termination by the Company or given notice of intention to terminate his/her employment with the Company or otherwise raised claims with respect to the effect of his respective employment agreement, and (B) (i) Founders to confirm within 5 days of this Agreement, that all employees of the Company have been notified that the Transaction is scheduled to take place and the Key Employees and at least 80% of the other Company’s Employees confirmed that they are supportive of the Transaction and did not indicate an intention to terminate their employment with the Company or the Purchaser, and (ii) at least 80% of Company’s Employees (disregarding any Employee that the Purchaser has stated that he is not continuing post Closing) are employed in the ordinary course consistent with the practice in the period prior to the date of this Agreement, by the Company through the Closing Date and, in respect of none of them, the Company has been given a notice of termination or such employee has given notice of intention to terminate his/her employment with the Company following Closing, and (C) no Contractor of the Company (or any person providing services through the Company) has raised any claims or demand of any kind with respect any entitlement or right in connection with the Transaction. 3.3.7. The Option Tax Ruling or the Interim Option Tax Ruling shall have been received in a form reasonably satisfactory to the Purchaser. 3.3.8. The agreements and documents listed in Schedule 3.3.8 (“Terminated Agreements”) shall have been terminated in form of termination or amendment (as applicable) being to the reasonable satisfaction of the Purchaser. 3.3.9. The earlier of the following shall have occurred: (i) all Shareholders shall have executed and delivered a Letter of Transmittal or a counter signature of this Agreement, or (ii) a period of one month from the date of delivery of the Bring- Along Notice shall have expired and at such time there shall have been no 341 Legal Proceeding initiated during the one month period from the date of delivery of the Bring-Along Notice (unless the court adjudicating the 341 Legal Proceeding approves the consummation of the purchase of all Purchase Shares).