Common use of Representations, Warranties and Agreements of the Selling Shareholders Clause in Contracts

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Selling Shareholder severally and not jointly represents, warrants and agrees agrees, with respect to such Selling Shareholder, that: (a) The (i) With respect to each Selling Shareholder other than Discount Investment Corporation Ltd. ("DIC") and RDC Xxxxxx Development Corporation Ltd. ("RDC"), the Selling Shareholder has, and immediately prior to the Second each Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is to sell Shares hereunder, the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (ii) With respect to each of DIC and RDC, such Selling Shareholder has, and immediately prior to each Delivery Date (as defined in Section 5 hereof) on which such Selling Shareholder is to sell Shares hereunder, such Selling Shareholder will have, good and valid title to the Shares to be sold by such Selling Shareholder hereunder on such date, free -11- and clear of all liens, encumbrances, equities or claims (other than by way of a floating charge over all the assets of such Selling Shareholder, which floating charge (A) does not restrict such Selling Shareholder's right to transfer such Shares pursuant hereto and (B) shall terminate upon such transfer); and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by (i) an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association Association, (in ii) with respect to an Israeli Selling Shareholder, the case that the undersigned is Company, or (iii) with respect to a United States person) or with signatures certified by non-U.S. and non-Israeli Selling Shareholder, a notary public under (each of the Israeli Notaries Law, 1976 (in the case that the undersigned is foregoing methods of signature guarantee being referred to herein as an Israeli person"ACCEPTABLE GUARANTEE")) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. The signature of the Selling Shareholder on the Power of Attorney shall be accompanied by an Acceptable Guarantee. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO")each Selling Shareholder other than RDC, solely with respect to information provided by Thermo such Selling Shareholder in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally (except with respect to paragraphs (e) and not jointly (f) of this Section 2) represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second First Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the CompanyXxxx X. Xxxxxxx, as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has the full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, Attorney and the Custody Agreement and to sell, transfer and deliver the Stock to be sold by such Selling Shareholder hereunder, and this Agreement and Power of Attorney constitutes Attorney, and the Custody Agreement have been duly authorized, executed and delivered by such Selling Shareholder and constitute the legal, valid and binding obligation obligations of the such Selling ShareholderShareholder enforceable in accordance with their respective terms; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect Each Denron Selling Shareholder severally represents, warrants and agrees that, to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely the knowledge of the information specified in Section 10(f)each Denron Selling Shareholder, the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (iif) With respect to RDC Xxxxxx Development Corporation (RDC")Each Management Selling Shareholder severally represents, RDC is familiar with the Registration Statement warrants and the Prospectus (as amended or supplemented), and agrees that the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (fg) The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct; such Selling Shareholder has examined the Registration Statement and the Prospectus (ias amended or supplemented) With respect to Thermoand has no knowledge of any material fact, condition or information not disclosed in the sale Registration Statement, as of Option Shares by Thermo the effective date, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus. (h) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Shareholders. Except Each Selling Shareholder (except as otherwise specified belowset forth in subsections (f) and (g)), each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares Upon delivery of shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several UnderwritersUnderwriters assuming they acquire without notice of any adverse claim. (b) The Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the Company, Firstar Trust Company as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the such Selling Shareholder hereunder. (c) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company Xxxxx X. Xxxxxx and one or more other persons, Xxxxx X. Xxxxxx as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Such Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the or on behalf of such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of such Selling Shareholder, the articles of partnership of such Selling Shareholder Shareholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the such Selling Shareholder or and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby thereby, except such as have been obtained may be required by the Securities or Blue Sky laws of the various states in connection with the offer and made sale of the shares of stock and those that are not required to have been obtained or made prior to clearance of such offering of the Closing (which Stock with the Selling Shareholder hereby undertakes to obtain or make as required)NASD. (e) (i) With respect Such Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to Thermo Electron Corporation ("THERMO"), solely with respect or which has constituted or which might reasonably be expected to information provided by Thermo cause or result in writing specifically for inclusion therein, which information consists solely the stabilization or manipulation of the information specified in Section 10(f), price of any security of the Company to facilitate the sale or resale of the shares of the Stock. (f) [XXXXX X. XXXXXX AND XXXXXX XXXXXXX] (the "Key Selling Shareholders") represent and warrant that the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein herein or necessary to make the statements therein not misleading; , but only with reference to information relating to such Key Selling Shareholder furnished in writing by or on behalf of such Key Selling Shareholder expressly for use in the Registration Statement or Prospectus, and provided that no representation or warranty is be made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and an in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (iig) With respect Each of the Key Selling Shareholders has no reason to RDC Xxxxxx Development Corporation (RDC")believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented)) and has no knowledge of any material fact, and condition or information not disclosed in the Registration Statement and Statement, as of the Prospectus and any further amendments or supplements to the Registration Statement effective date, or the Prospectus do not and will not(or any amendment or supplement thereto), as of the applicable Effective Date (as to filing date, which has adversely affected or may adversely affect the Registration Statement and any amendment thereto) and as business of the applicable filing date (Company and the Subsidiaries, taken as to the Prospectus a whole, and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the ADSs. (b) The Selling Shareholder has, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is selling ADSs, the Selling Shareholder will have, good and valid marketable title to the Option Shares ADSs to be sold by the Selling Shareholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; claims other than those that by their nature will no longer be effective immediately following such Delivery Date. (c) The ADSs to be sold by the Selling Shareholder hereunder are subject to the interest of the Underwriters and upon the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder, or the occurrence of any other event. (d) Upon payment for the ADSs to be sold by such Selling Shareholder, delivery of such Shares ADSs, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such ADSs in the name of Cede or such other nominee and payment therefor pursuant hereto, the crediting of such ADSs on the books of DTC to securities accounts of the Underwriters (i) DTC will acquire good and valid marketable title to such shares, the ADSs free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims, (ii) DTC shall be a “protected purchaser” of such ADSs within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will pass acquire a valid security entitlement in respect of such ADSs, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such ADSs will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its Articles of Association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several UnderwritersUnderwriters on the records of DTC will have been made pursuant to the UCC. (be) [Reserved] (f) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" andother than CCMP Capital Investors (Cayman) II, together with each similar agreement executed by each other Selling ShareholderL.P., the "CUSTODY AGREEMENTS"CCMP Capital Investors II (AV-3) with the Company, as custodian L.P. and Unitas Capital Investors (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States personCayman) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Ltd.) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Messrs. Xxxxxxx Xxxxxx, Xxxxx Xxxxx and one or more other persons, Xxxx Xxxxxx as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (dg) The Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter intointo this Agreement and, and to perform all of its obligations underif applicable, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement. (h) This Agreement has been duly and validly authorized, the Custody Agreement executed and the Power of Attorney constitutes the legal, valid and binding obligation delivered by or on behalf of the Selling Shareholder; . (i) The Power of Attorney has been duly and validly authorized, executed and delivered by or on behalf of the relevant Selling Shareholder and constitutes a valid and legally binding obligation of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing. (j) The sale of the ADSs by the Selling Shareholder, the execution, delivery and performance of this AgreementAgreement and, the Custody Agreement and if applicable, the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the Selling Shareholder Shareholder, if applicable, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; andexcept in the case of (i) and (iii) above, except for such violations that would not have a material adverse effect on the registration ability of the Shares such Selling Shareholder to perform its obligations hereunder, or, if applicable, under the Securities Act Power of Attorney; provided that no warranty is made in this clause (j) with respect to the antifraud provisions of federal and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no . (k) No consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder is required for the sale of the ADSs by the Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement and or the Power of Attorney by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby thereby, except for the registration of the Shares and the ADSs under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as have been obtained may be required under the laws of the Cayman Islands, the Exchange Act, the rules and made regulations of FINRA, the U.K. Companies Xxx 0000 and applicable U.S. state or foreign securities laws in connection with the purchase and sale of the ADSs by the Underwriters, or for those that are not required as to have been obtained or made prior to the Closing (which the failure to obtain would not have a material adverse effect on the ability of such Selling Shareholder hereby undertakes to obtain or make as required)perform its obligations hereunder, or, if applicable, under the Power of Attorney. (el) Solely to the extent that any statements or omissions from the Registration Statement are made in reliance upon and in conformity with written information relating to any Selling Shareholder furnished to the Company by such Selling Shareholder expressly for use therein (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to such information provided by Thermo is listed in writing specifically for inclusion therein, which information consists solely of the information specified its entirety in Section 10(fSchedule IX hereto), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f). (m) Solely to the extent that any statements or omissions from the Prospectus are made in reliance upon and in conformity with written information relating to any Selling Shareholder furnished to the Company by such Selling Shareholder expressly for use therein (such information is listed in its entirety in Schedule IX hereto), the Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f). (iin) With respect Solely to RDC Xxxxxx Development Corporation the extent that any statements or omissions from the Pricing Disclosure Package are made in reliance upon and in conformity with written information relating to any Selling Shareholder furnished to the Company by such Selling Shareholder expressly for use therein (RDC"such information is listed in its entirety in Schedule IX hereto), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will Pricing Disclosure Package did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f). (fo) Solely to the extent that any statements or omissions from the Pricing Disclosure Package (i) With respect or any Issuer Free Writing Prospectus listed in Schedule V hereto), are made in reliance upon and in conformity with written information relating to Thermoany Selling Shareholder furnished to the Company by such Selling Shareholder expressly for use therein (such information is listed in its entirety in Schedule IX hereto), the sale Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule V hereto, did not, as of Option Shares the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package (or any Issuer Free Writing Prospectus listed in Schedule V hereto) in reliance upon and in conformity with written information furnished to the Company through the Representatives by Thermo or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f). (p) The Selling Shareholder is not prompted to sell ADSs by any information concerning the Company of which Thermo is aware which that is not set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. (q) [Reserved] (r) No stamp, issue, registration, documentary, transfer or other similar taxes and duties, including interest and penalties, are payable on or in connection with the issuance of the Shares and sale of the ADSs by the Selling Shareholders or the execution and delivery of this Agreement; provided that this Agreement is not executed in, brought to or produced before a court in the Cayman Islands. Any certificate signed by any Selling Shareholder or, if applicable, by any officer of any Selling Shareholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the ADSs shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except Each Selling Shareholder (except as otherwise specified belowset forth in subsections (f) and (g)), each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares Upon delivery of shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several UnderwritersUnderwriters assuming they acquire without notice of any adverse claim. (b) The Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the Company, Firstar Trust Company as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the such Selling Shareholder hereunder. (c) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company and one or more other persons, as Jamex X. Xxxxxx xxx Rogex X. Xxxxxx xx attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Such Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the or on behalf of such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the such Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.,

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees thatwith respect to itself as follows: (a) The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the representations or warranties set forth in this Section 2(a) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (b) The Prospectus will not, as of its date and on the Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations or warranties set forth in this Section 2(b) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (c) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the price of the Stock and disclosures directly relating thereto will be included on the cover page of the Prospectus; provided that the representations or warranties set forth in this Section 2(c) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (d) Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Securities Act), when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations or warranties set forth in this Section 2(d) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (e) The Selling Shareholder has all limited liability company (or equivalent) power and authority to enter into this Agreement. (f) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Selling Shareholder. (g) The Selling Shareholder has, and immediately prior to delivering the Second Stock on the Delivery Date (as defined in Section 5 hereof) the Selling Shareholder Date, will have, good and valid title to the Option Shares shares of Stock to be sold by the Selling Shareholder hereunder on such datethe Delivery Date, free and clear of all liens, encumbrances, equities or claims; . (h) Such Selling Shareholder has, and upon delivery of such Shares and payment therefor pursuant heretoon the Delivery Date will have, good and valid title to, or a valid “security entitlement” pursuant to Section 8-501 of the New York Uniform Commercial Code (the “NYUCC”) in respect of, the Stock to be sold by such shares, Selling Shareholder free and clear of all security interests, claims, liens, encumbrances, equities or claimsother encumbrances and the legal right and power, will pass and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Stock to be sold by such Selling Shareholder or a security entitlement in respect of such Stock. Assuming that the Underwriter acquires its interest in the Stock it has purchased under this Agreement from such Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the NYUCC) with respect to the several UnderwritersStock, the Underwriter that has purchased such Stock delivered on the Delivery Date to The Depository Trust Company (“DTC”) or other securities intermediary (within the meaning of Section 8-102(a)(14) of the NYUCC) by making payment therefor as provided herein, and that such Stock has been credited by book entry to the securities account or accounts (within the meaning of Section 8-501(a) of the NYUCC) of the Underwriter maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of 8-102(a)(17) of the NYUCC) to such shares purchased by the Underwriter, and no action based on an adverse claim (within the meaning of Sections 8-102(a)(1) and 8-502 of the NYUCC) may be asserted against the Underwriter with respect to such Stock. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) the Stock will have been registered in the name of Cede & Co. (“Cede”) or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its articles of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation” (and thus is a “securities intermediary”) within the meaning of Section 8-102(a)(5) of the NYUCC and (iii) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the NYUCC. (bi) The Selling Shareholder has placed not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one stabilization or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature manipulation of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member price of a Medallion Signature Guarantee Program recognized by any security of the Stock Transfer Association (in Company to facilitate the case that sale or resale of the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereundershares of Stock. (cj) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby do not and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents certificate of formation or limited liability company agreement (or similar organizational documents) of the Selling Shareholder or (iii) result in any violation of any applicable statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder except, with respect to clause (i) or (iii), such as will not individually or in the aggregate have a material adverse effect on such Selling Shareholder; and’s ability to consummate the transactions contemplated by this Agreement. (k) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder is required for the execution, delivery and performance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such Act, any consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange ActAct or the rules and regulations of FINRA, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution sale of the Shares Stock by the UnderwritersUnderwriter and except for those as will have been obtained on or prior to the Delivery Date and such consents, no consentapprovals, approval, authorization authorizations or order of, or filing or registration with, any such court or governmental agency or body is required for orders as would not reasonably be expected to have a material adverse effect on the execution, delivery and performance ability of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by to execute, deliver and perform its obligations under this Agreement. (l) Neither the Selling Shareholder nor any person acting on behalf of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes (other than, if applicable, the Company and the Underwriter) has used or referred to obtain or make any “free writing prospectus” (as requireddefined in Rule 405 under the Securities Act), relating to the Stock. (em) Neither the Selling Shareholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely within the meaning of the information specified FINRA By-Laws) of FINRA, other than, in Section 10(f)the case of Mobilitie Holdings, L.L.C. and Mobilitie Holdings II, L.L.C., OCM Investments, LLC. Any certificate signed by any officer of any Selling Shareholder and delivered to counsel for the Registration Statement Underwriter in connection with the offering of the Stock shall be deemed a representation and the Prospectus and any further amendments or supplements warranty by such Selling Shareholder, as to matters covered thereby, to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion thereinUnderwriter. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (aA) The In the case of Selling Shareholder hasShareholders other than Cromwilld, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, has good and valid title to the Option Warrants, each entitling the holder thereof to purchase 13.334 Ordinary Shares and, immediately prior to 14 14 the time at which the Shares to be sold by it in the offering (the "Warrant Shares") are delivered to the U.S. Underwriters and the International Managers, the Selling Shareholder will have good and valid title to such Warrant Shares to be sold by the Selling Shareholder hereunder pursuant to this Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Warrant Shares and payment therefor pursuant to this Agreement and the International Underwriting Agreement, good and valid title to such Warrant Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several U.S. Underwriters or the several International Managers, as the case may be; or (B) in the case of Cromwilld, it has good and valid title to the Shares to be sold by it, and, immediately prior to the time at with the Shares to be sold by it in the Offering are delivered to the U.S Underwriters, it will have good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant heretoto this Agreement and the International Underwriting Agreement, good and valid title to such sharesShares, free and clear of all liens, encumbrances, equities or claims, will pass to the several UnderwritersU.S. Underwriters or the several International Managers, as the case may be. (b) The (A) In the case of all Selling Shareholders other than Cromwilld, the Selling Shareholder has placed in custody under a the irrevocable power of attorney and custody agreement dated as of July 7, 1999 (the "CUSTODY AGREEMENT" and, together with each similar the power of attorney and custody agreement executed by each other Selling Shareholderof Cromwilld referred to below, the "CUSTODY AGREEMENTS"Power of Attorney and Custody Agreement) with the CompanyUnited States Trust Company of New York, as custodian (together with the custodian referred to in (B) below, the "CUSTODIANCustodian"), for delivery under a number of Warrants that will become exercisable, upon the closing of this Agreementoffering contemplated hereby, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing into the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Warrant Shares to be delivered and sold by the Selling Shareholder hereunder. pursuant to this Agreement and the International Underwriting Agreement; and (cB) The Selling Shareholder in the case of Cromwilld, it has duly and irrevocably executed and delivered a placed in custody under the irrevocable power of attorney (and custody agreement dated as of July 21, 1999 with the "POWER OF ATTORNEY" andCompany, together with each other similar agreement executed acting in its capacity as custodian, a number of Shares to be delivered and sold by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) it pursuant to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling ShareholderInternational Underwriting Agreement. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Neither such Selling Shareholder hasnor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has made any offer relating to the Shares which would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). (b) Such Selling Shareholder has in the case of Shares that are not Future Shares, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) the on which such Selling Shareholder is selling Shares hereunder, such Selling Shareholder will have, good and valid title to the Option Shares to be sold by the such Selling Shareholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; and upon . “Future Shares” shall be those Shares to be sold by such Selling Shareholder following the exercise of options to purchase such Shares from the Company immediately prior to the applicable Delivery Date. (c) The obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law or the occurrence of any other event, except as otherwise provided hereunder. (d) Upon payment for the Shares to be sold by such Selling Shareholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and payment therefor pursuant hereto, the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (i) DTC will acquire good and valid title to such shares, Shares free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims, (ii) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will pass acquire a valid security entitlement in respect of such Shares, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Shareholders may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several UnderwritersUnderwriters on the records of DTC will have been made pursuant to the UCC. (be) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder.[Reserved] (cf) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement. (g) This Agreement has been duly and validly authorized, the Custody Agreement executed and the Power delivered by or on behalf of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation such Selling Shareholder. (h) [Reserved] (i) The sale of the Shares to be sold by such Selling Shareholder; , the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby do not and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions or (ii) result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no . (j) No consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body having jurisdiction over such Selling Shareholder or the property or assets of such Selling Shareholder is required for the sale of the Shares by such Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder or and the consummation by the such Selling Shareholder of the transactions contemplated hereby hereby, except for (i) the registration of the Shares under the Securities Act and thereby except such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and sale of the Shares by the Underwriters (including but not limited to, the approval by and rules of the FINRA and the rules of the NASDAQ Stock Market LLC) and (ii) such consents, approvals, authorizations and orders that have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)already obtained. (ek) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely To the knowledge of the information specified in Section 10(f)such Selling Shareholder, the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation the representations and warranties set forth in this subsection (k) apply only to statements or warranty is omissions made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information relating to such Selling Shareholder furnished to the Company through the Representatives in writing by or on behalf of any Underwriter specifically such Selling Shareholder expressly for inclusion thereinuse in the Prospectus, it being understood that the only such information furnished by such Selling Shareholder consists of the statements contained with respect to such Selling Shareholder under the caption “Selling shareholders”. (iil) With respect to RDC Xxxxxx Development Corporation (RDC")To the knowledge of such Selling Shareholder, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and its date or as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that no representation the representations and warranties set forth in this subsection (l) apply only to statements or warranty is omissions made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information relating to such Selling Shareholder furnished to the Company through the Representatives in writing by or on behalf of any Underwriter specifically such Selling Shareholder expressly for inclusion thereinuse in the Prospectus, it being understood that the only such information furnished by such Selling Shareholder consists of the statements contained with respect to such Selling Shareholder under the caption “Selling shareholders”. (fm) To the knowledge of such Selling Shareholder, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this subsection (im) With apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing by or on behalf of such Selling Shareholder expressly for use in the Pricing Disclosure Package, it being understood that the only such information furnished by such Selling Shareholder consists of the statements contained with respect to Thermosuch Selling Shareholder under the caption “Selling shareholders”. (n) To the knowledge of such Selling Shareholder, the sale Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule V hereto, did not, as of Option Shares the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this subsection (n) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing by Thermo or on behalf of such Selling Shareholder expressly for use in the Pricing Disclosure Package (or any Issuer Free Writing Package), it being understood that the only such information furnished by such Selling Shareholder consists of the statements contained with respect to such Selling Shareholder under the caption “Selling shareholders”. (o) Such Selling Shareholder is not prompted to sell Shares by any material non-public information concerning the Company of which Thermo is aware which that is not set forth in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus. (p) Assuming that the Underwriters are not otherwise subject to taxation in the State of Israel, other than any withholding taxes which may be necessary pursuant to Israeli law on account of gains of the Selling Shareholders arising under clauses (1) and (2) below, no stamp or other issuance of transfer taxes or duties and no capital gains, income or other taxes are payable by or on behalf of the Underwriters, or otherwise imposed on any payments made to the Underwriters, to the State of Israel or to any political subdivision or taxing authority thereof in connection with (1) the execution, delivery or performance of this Agreement by such Selling Shareholder, or (2) the sale or delivery of the Shares to be sold by such Selling Shareholder to or for the respective accounts of the Underwriters as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and pursuant to the terms of this Agreement. (q) Such Selling Shareholder has not taken, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares. In addition, such Selling Shareholder has not engaged in any form of solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in connection with the transactions contemplated hereby which would require the publication of a prospectus in the State of Israel under the laws of the State of Israel. Any certificate signed by either of the Selling Shareholders and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly representsjointly, represents and warrants to and agrees with each Underwriter and the Company that: (a) The Such Selling Shareholder has, now has and immediately prior to on the Second Delivery Closing Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and have valid marketable title to the Option Shares to be sold by the such Selling Shareholder hereunder on such dateShareholder, free and clear of all liensany pledge, encumbranceslien, equities security interest, encumbrance, claim or claimsequitable interest other than pursuant to this Agreement; and upon delivery of such Shares hereunder and payment therefor pursuant heretoof the purchase price as herein contemplated, good and each of the Underwriters will obtain valid marketable title to the Shares purchased by it from such sharesSelling Shareholder, free and clear of all liensany pledge, encumbranceslien, equities security interest pertaining to such Selling Shareholder or claimssuch Selling Shareholder's property, will pass encumbrance, claim or equitable interest, including any liability for estate or inheritance taxes, or any liability to the several Underwritersor claims of any creditor, devisee, legatee or beneficiary of such Selling Shareholder. (b) The Such Selling Shareholder has placed duly authorized (if applicable), executed and delivered, in custody under the form heretofore furnished to the Representatives, an irrevocable Power of Attorney (the "POWER OF ATTORNEY") appointing Xxxxx X. Xxxx and Xxx X. Xxxx as attorneys-in-fact (collectively, the "ATTORNEYS" and individually, an "ATTORNEY") and a custody agreement Custody Agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the CompanyAmerican Securities Transfer & Trust, Inc., as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature ; each of the undersigned (guaranteed by an Eligible Guarantor Institution which is Power of Attorney and the Custody Agreement constitutes a member valid and binding agreement on the part of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other such Selling Shareholder, enforceable in accordance with its terms, except as the "POWERS OF ATTORNEY") appointing the Company enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles; and one or more other personseach of such Selling Shareholder's Attorneys, as attorneys-in-factacting alone, with full power of substitution, and with full authority (exercisable by any one or more of them) is authorized to execute and deliver this Agreement and the certificate referred to take in Section 7(h) hereof on behalf of such other action Selling Shareholder, to determine the purchase price to be paid by the several Underwriters to such Selling Shareholder as provided in Section 4 hereof, to authorize the delivery of the Selling Shareholder Shares under this Agreement and to duly endorse (in blank or otherwise) the certificate or certificates representing such Shares or a stock power or powers with respect thereto, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement. (c) All consents, approvals, authorizations and orders required for the execution and delivery by such Selling Shareholder of the Power of Attorney and the Custody Agreement, the execution and delivery by or on behalf of such Selling Shareholder of this Agreement and the sale and delivery of the Selling Shareholder Shares under this Agreement, the issuance of the order of the Commission declaring the Registration Statement effective and such consents, approvals, authorizations or orders as may be necessary under state or desirable to carry out other securities or Blue Sky laws and the provisions hereof on behalf bylaws, rules and regulations of the NASD) have been obtained and are in full force and effect; such Selling Shareholder. (d) The , if other than a natural person, has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization as the type of entity that it purports to be; and such Selling Shareholder has full legal right, power and authority to enter intointo and perform its obligations under this Agreement and such Power of Attorney and Custody Agreement, and to perform all sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder under this Agreement. (d) Such Selling Shareholder will not, during the Lock-up Period, effect the Disposition of any Securities now owned or hereafter acquired directly by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, or (ii) with the prior written consent of X.X. Xxxxxxxx & Co. The foregoing restriction is expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-up Period, even if such Securities would be disposed of by someone other than the Selling Shareholder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its obligations under, value from Securities. Such Selling Shareholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such Selling Shareholder except in compliance with this restriction. (e) Certificates in negotiable form for all Shares and securities which are convertible into Shares to be sold by such Selling Shareholder under this Agreement, together with a stock power or powers duly endorsed in blank by such Selling Shareholder, have been placed in custody with the Custody Custodian for the purpose of effecting delivery hereunder. (f) This Agreement has been duly authorized by each Selling Shareholder that is not a natural person and has been duly executed and delivered by or on behalf of such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles; and the performance of this Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions herein contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or and provisions of, of or constitute a default underunder any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement agreement, joint venture or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder, or any Selling Shareholder is Shares hereunder, may be bound or or, to which any the best of the property or assets of the such Selling Shareholder is subjectShareholders' knowledge, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any law, order, rule rule, regulation, writ, injunction, judgment or regulation decree of any court court, government or governmental agency or body body, domestic or foreign, having jurisdiction over the such Selling Shareholder or over the property or assets properties of such Selling Shareholder, or, if such Selling Shareholder is other than a natural person, result in any violation of any provisions of the charter, bylaws or other organizational documents of such Selling Shareholder; and. (g) Such Selling Shareholder has not taken and will not take, except for the registration directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Shares under price of the Securities Act Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Shareholder has not distributed and the Rules and Regulations and such consents, approvals, authorizations, registrations will not distribute any prospectus or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers other offering material in connection with the purchase offering and distribution sale of the Shares Shares. (i) All information furnished by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any on behalf of such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement Selling Shareholder relating to such Selling Shareholder and the Selling Shareholder Shares that is contained in the representations and warranties of such Selling Shareholder in such Selling Shareholder's Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo set forth in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not is, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and on the Closing Date, was or will be, true, correct and complete, and does not, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and on the Closing Date (hereinafter defined) will not, as of the applicable Effective Date (as to the Registration Statement and contain any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein such information not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or . (j) Such Selling Shareholder will review the Prospectus in reliance upon and in conformity will comply with written information furnished all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Company through Closing Date and will advise one of its Attorneys and X.X. Xxxxxxxx & Co. prior to the Representatives by or Closing Date if any statement to be made on behalf of any Underwriter specifically for inclusion thereinsuch Selling Shareholder in the certificate contemplated by Section 7(i) would be inaccurate if made as of the Closing Date. (iik) With respect Such Selling Shareholder does not have, or has waived prior to RDC Xxxxxx Development Corporation (RDC")the date hereof, RDC is familiar any pre-emptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company or any of the other Selling Shareholders to the Underwriters pursuant to this Agreement; such Selling Shareholder does not have, or has waived prior to the date hereof, any registration right or other similar right to participate in the offering made by the Prospectus, other than such rights of participation as have been satisfied by the participation of such Selling Shareholder in the transactions to which this Agreement relates in accordance with the Registration Statement terms of this Agreement; and the Prospectus (as amended such Selling Shareholder does not own any warrants, options or supplemented)similar rights to acquire, and the Registration Statement and the Prospectus and does not have any further amendments right or supplements arrangement to the Registration Statement acquire, any capital stock, rights, warrants, options or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted other securities from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to ThermoCompany, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth other than those described in the Registration Statement and the Prospectus. (l) Such Selling Shareholder is not aware (without having conducted any investigation or inquiry) that any of the representations and warranties of the Company set forth in Section 2 above is untrue or inaccurate in any material respect.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach of the Selling Shareholders (to the extent applicable) severally represents and warrants to, each Selling Shareholder severally and not jointly represents, warrants and agrees thatwith, the Underwriter as follows: (a) The Selling Shareholder hasOn the Effective Date, and immediately prior at all times subsequent thereto up to the Second Delivery and on each Option Closing Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely all information with respect to information provided by Thermo such Selling Shareholder contained in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon , and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With all information with respect to RDC Xxxxxx Development Corporation (RDC")such Selling Shareholder contained in the Prospectus, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made provided, however, that, as to information such Selling Shareholder, the representations and warranties contained in this subsection (a) only apply to statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information furnished in writing to the Company through or the Representatives Underwriter, by or on behalf of any Underwriter such Selling Shareholder, specifically for inclusion in Registration Statement or the Prospectus. (b) Such Selling Shareholder has duly authorized, executed and delivered on ___________, 1997 the Irrevocable Power of Attorney, Custody Agreement and Lock-Up Agreement (the "Custody Agreement") with the Company, as custodian (the "Custodian"), and Xxxx Xxxxxxxx and Xxxxxxx Xxxxxx, as attorneys-in-fact (the "Attorneys-in-Fact"), and, such Custody Agreement constitutes the valid, legal and binding agreement of such Selling Shareholder, enforceable in accordance with its terms; such Selling Shareholder has pursuant to the Custody Agreement, duly authorized each and all of the Attorneys-in-Fact to execute and deliver this Agreement on behalf of such Selling Shareholder, and otherwise to act, and to execute documents and instruments, on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement, and the Attorneys-in-Fact and the Custodian are each duly authorized by such Selling Shareholder under the Custody Agreement to deliver the Shares to be sold by such Selling Shareholder pursuant to the Agreement, and to accept payment therefor. When executed and delivered by one or more of the Attorneys-in-Fact on behalf of such Selling Shareholder in accordance with the Custody Agreement and this Agreement will have been duly authorized, executed and delivered on behalf of such Selling Shareholder. (c) No consent, approval, authorization or order of any court, government, governmental agency or body or financial institution, domestic or foreign (other than under the Securities Act and state securities or blue sky laws), is required for the consummation by such Selling Shareholder of the transactions contemplated in this Agreement or the Custody Agreement, including, without limitation, the sale of the Shares to the Underwriter, as contemplated herein or therein (other than those that have been obtained and are in full force and effect). (d) The execution and delivery of this Agreement and the Custody Agreement, and the consummation of the transactions contemplated herein and therein, including, without limitation, the sale of the Shares by the Underwriter, as contemplated herein or therein, will not (i) result in a breach by such Selling Shareholder of, or constitute a default by such Selling Shareholder under, any agreement or instrument or any decree, judgement or order to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or the properties of such Selling Shareholder are subject or (ii) violate any provision of the certificate of incorporation, by-laws, or comparable governing documents of such Selling Shareholder (if such Selling Shareholder is a corporation), or any law, rule or regulation, domestic or foreign, applicable to such Selling Shareholder or to which its properties are subject. (e) Such Selling Shareholder who is a Selling Shareholder has, and will on each Option Closing Date have, good and marketable title to the Shares to be sold by such Selling Shareholder pursuant to this Agreement, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, or restriction on voting or other rights as a shareholder of any nature, other than pursuant to this Agreement and the Custody Agreement; such Selling Shareholder has full right, power and authority to sell, transfer and deliver the Shares, pursuant to this Agreement; upon delivery of such Shares and payment of the purchase price therefor as contemplated in this Agreement the Underwriter will receive good and marketable title to the Shares purchased by it from such Selling Shareholder, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind or of any restriction on transfer or voting or other rights as a shareholder of any nature. (f) Certificates for the Shares to be sold by such Selling Shareholder pursuant to this Agreement in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment, executed in blank, have been placed in custody with the Custodian pursuant to the Custody Agreement for purpose of effecting delivery, in accordance with the Custody Agreement and this Agreement. (g) Each Selling Shareholder hereby agrees that for a period of twenty-four months from the Effective Date (the "Lock-Up-Period"), such Selling Shareholder will not, without prior written consent of the Underwriter, directly or indirectly, offer, sell or grant any option to purchase, transfer or otherwise dispose of or contract to dispose of (or announce any offer, sale, grant of any option to purchase, or other disposition of), for value or otherwise, any shares of Common Stock, options or warrants to purchase Common Stock, or any securities convertible into or exchangeable for Common Stock, owned directly by such person or with respect to which such person has the power of disposition, other than the sale of the Shares under this Agreement. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to, violate Rule 102 of Regulation M under the 1934 Act, or cause or result in stabilization or manipulation of the price of the Common Stock; and such Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. (i) With respect In the event the Selling Shareholder is a corporation, such Selling Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, with all necessary power and authority to Thermoexecute, deliver and perform the sale Custody Agreement and this Agreement and to sell and deliver the Shares to the Underwriter in accordance with this Agreement, and upon execution and delivery thereof by one or more of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth Attorneys-in-Fact, such agreements will be duly executed and delivered and enforceable against such Selling Shareholder in the Registration Statement and the Prospectusaccordance with their respective terms.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second sale of the Shares by the Selling Shareholder on First Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claimsclaims (except for such claims as may arise under this Agreement or the Irrevocable Power of Attorney and Custody Agreement entered into in connection herewith); and upon delivery of such Shares (and the relevant executed Share transfer instruments) and registration of such Shares in the name of Cede & Co. (or such other nominee as shall be designated by The Depository Trust Company ("DTC")), as nominee of DTC, on the Company's register of members, payment therefor pursuant heretoto this Agreement, good and valid title the crediting by DTC of such Shares to securities accounts (within the meaning of Section 8-501 of the UCC) of the several Underwriters maintained by DTC, DTC will be a protected purchaser (within the meaning of Section 8-503 of the UCC) of such Shares, the several Underwriters will have acquired security entitlements in respect of such Shares and an action based on an adverse claim (within the meaning of Section 8-102(a)(i) of the UCC) to such sharesShares, free and clear of all lienswhether framed in conversion, encumbrancesreplevin, equities constructive trust, equitable lien, or claimsother theory, will pass to the several Underwritersmay not be asserted against any Underwriter. (b) The Selling Shareholder has placed in custody under a custody agreement an Irrevocable Power of Attorney and Custody Agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the CompanyMellon Investor Services LLC, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and"), together with each other similar agreement executed by each other Selling Shareholdercontained within the Custody Agreement, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, persons named therein as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on the Selling Shareholder's behalf and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Selling Shareholder or any of its subsidiaries is a party or by which the Selling Shareholder or any of its subsidiaries is bound or to which any of the property or assets of the Selling Shareholder or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the governing documents certificate of incorporation, by-laws or other organizational document of the Selling Shareholder or any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the any of its subsidiaries or their property or assets of the Selling Shareholderassets; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do amendment thereto does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments amendment or supplements to the Registration Statement or the Prospectus do not and supplement thereto will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) each Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that no representation , but in each case only with respect to any untrue statement or warranty is omission or alleged untrue statement or omission made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information concerning the Selling Shareholder furnished to the Company through the Representatives by or on behalf of the Selling Shareholder expressly for use in any Underwriter specifically for inclusion thereinPreliminary Prospectus, the Registration Statement, the Prospectus or any amendments or supplements thereto, which consists solely of the information specified in Section 10(g). (f) The Selling Shareholder has carefully reviewed the Registration Statement and the Prospectus (ias amended or supplemented) With respect to Thermo, the sale of Option Shares by Thermo and is not prompted by selling the Common Shares pursuant to any material non-public information concerning the Company or any subsidiary of which Thermo is aware the Company which is not set forth in the Registration Statement and the Prospectus. (g) The Selling Shareholder has not taken and will not take, directly or indirectly, any action (i) designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) prohibited by Regulation M under the Securities Act. (h) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. Each certificate signed by or on behalf of the Selling Shareholder and delivered to the Underwriters or counsel to the Underwriters shall be deemed to be a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second First Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, have good and valid title to the Option Shares shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS") with the CompanyChoate, Hall & Stewart, as custodian (the "CUSTODIAN"), for delivery under xxxxx this AgreementAgrexxxxx, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY") appointing the Company Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of the Selling Shareholder [, if applicable,] or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)hereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing effective date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (ias amended or supplemented) With respect to Thermoand has no knowledge of any material fact, condition or information not disclosed in the sale Registration Statement, as of Option Shares by Thermo the effective date, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus. (g) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Such Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the such Selling Shareholder will have, good and valid title to the Option Shares shares of Stock to be sold by the such Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTSCustody Agreement") with the Company, as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with its signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the such Selling Shareholder hereunder. (c) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEYPower of Attorney") appointing the Company Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the such Selling Shareholder. (d) The Such Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions result in any violation of the provisions partnership agreement of the governing documents of the such Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the such Selling Shareholder or and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect To the extent that any statements or omissions made in the Registration Statement, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to Thermo Electron Corporation ("THERMO"), solely with respect to information provided the Company by Thermo in writing such Selling Shareholder specifically for inclusion therein, which information consists solely of the information specified use in Section 10(f), the Registration Statement and Statement, the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, when they become effective or are filed with the Commission, as of the applicable Effective Date (as to the Registration Statement and case may be, contain any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect Such Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to Thermo, or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares by Thermo is not prompted by any information concerning the Company shares of which Thermo is aware which is not set forth in the Registration Statement and the ProspectusStock.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Selling Shareholder, if an entity, has been duly organized and is validly existing as a corporation, limited liability company, public agency, or a limited partnership, as the case may be, in good standing in its jurisdiction of formation. (b) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Shares. (c) The Selling Shareholder has, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is selling Shares, the Selling Shareholder will have, good and valid marketable title to the Option Shares to be sold by the Selling Shareholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities, community property rights, restrictions on transfer or claims except for any liens, encumbrances, equities or claims; claims arising under the Custody Agreement. (d) The Shares to be sold by the Selling Shareholder hereunder, which shares are not certificated and upon held in custody for the Selling Shareholder, are subject to the interest of the Underwriters, the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (e) Upon payment for the Shares to be sold by such Selling Shareholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and payment therefor pursuant hereto, the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (i) DTC will acquire good and valid marketable title to such shares, the Shares free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims, (ii) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will pass acquire a valid security entitlement in respect of such Shares, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws, articles of association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several UnderwritersUnderwriters on the records of DTC will have been made pursuant to the UCC. (bf) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the CompanyEquiniti Trust Company LLC, as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed or deeds bearing participant in the signature of Securities Transfer Agents Medallion Program, the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a New York Stock Exchange Medallion Signature Guarantee Program recognized by or the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchange Medallion Program) representing the Shares to be sold by the Selling Shareholder hereunder. (cg) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Custodian and one or more other persons, Yxxx Xxxxxxx and Sxxxx Xxxxx as attorneysattorney-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (dh) The Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Paying Agent Agreement (as defined below), the Custody Agreement Agreement, and the Power of Attorney; each of this Agreement. (i) This Agreement has been duly and validly authorized, the Custody Agreement executed and the Power of Attorney constitutes the legal, valid and binding obligation delivered by or on behalf of the Selling Shareholder; . (j) The Power of Attorney, the Paying Agent Agreement and the Custody Agreement have been duly and validly authorized, executed and delivered by or on behalf of the Selling Shareholder and constitute valid and legally binding obligations of the Selling Shareholder enforceable against the Selling Shareholder in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing. (k) The sale of the Shares by the Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement, the Paying Agent Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions subject or (ii) result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no . (l) No consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder is required for the sale of the Shares by the Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement, the Paying Agent Agreement and or the Power of Attorney by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (em) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo The Selling Shareholder is not prompted to sell any Shares by any information concerning the Company or any of which Thermo is aware which its subsidiaries that is not set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. (n) The Selling Shareholder has not taken, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares. (o) The sale of the Shares by the Selling Shareholder does not violate any of the Company’s internal policies regarding the sale of shares or other securities by its affiliates. (p) The Selling Shareholder has not: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official, “foreign official” (as defined in the FCPA) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA, Bribery Act 2010, as amended, or any other applicable Anti-Corruption Laws; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Selling Shareholder has conducted its business in compliance with the FCPA, Bribery Act 2010, and all other applicable Anti-Corruption Laws, and has instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (q) The Selling Shareholder is and has been at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to Money Laundering Laws is pending or, to the knowledge of the Selling Shareholder, threatened. (r) The Selling Shareholder is not (i) currently subject to or the target of any Sanctions; or (ii) located, organized or resident in a country that is the subject of country-wide or territory-wide Sanctions (including, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic); and the Selling Shareholder will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing or facilitating the activities of or with any person, or in any country or territory, that at the time of the financing or facilitation is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transactions contemplated herein whether as an underwriter, advisor, investor or otherwise) of Sanctions. The Selling Shareholder has not engaged in for the past five years, is not now engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions. (s) There are no affiliations or associations between any member of FINRA “participating in the offering” and such Selling Shareholder, and none of the proceeds received by such Selling Shareholder from the sale of the Shares to be sold by such Selling Shareholder hereunder will be paid to a member of FINRA “participating in the offering” or any affiliate of (or person “associated with,” as such terms are used in the rules of FINRA) such member. (t) The Selling Shareholder has not engaged in any form of solicitation, advertising or other action constituting an offer or a sale under the Israeli Securities Law in connection with the transactions contemplated hereby which would require the publication of a prospectus in the State of Israel under the laws of the State of Israel. Any certificate signed by any Selling Shareholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly representsjointly, represents and warrants to and agrees with each Underwriter and the Company that: (a) The Such Selling Shareholder has, now has and immediately prior to on the Second Delivery Closing Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and have valid marketable title to the Option Shares to be sold by the such Selling Shareholder hereunder on such dateShareholder, free and clear of all liensany pledge, encumbranceslien, equities security interest, encumbrance, claim or claimsequitable interest other than pursuant to this Agreement; and upon delivery of such Shares hereunder and payment therefor pursuant heretoof the purchase price as herein contemplated, good and each of the Underwriters will obtain valid marketable title to the Shares purchased by it from such sharesSelling Shareholder, free and clear of all liensany pledge, encumbranceslien, equities security interest pertaining to such Selling Shareholder or claimssuch Selling Shareholder's property, will pass encumbrance, claim or equitable interest, including any liability for estate or inheritance taxes, or any liability to the several Underwritersor claims of any creditor, devisee, legatee or beneficiary of such Selling Shareholder. (b) The Such Selling Shareholder has placed duly authorized (if applicable), executed and delivered, in custody under the form heretofore furnished to the Representative, an irrevocable Power of Attorney (the "POWER OF ATTORNEY") appointing Xxxxx X. Xxxx and Xxx X. Xxxx as attorneys-in-fact (collectively, the "ATTORNEYS" and individually, an "ATTORNEY") and a custody agreement Letter of Transmittal and Custody Agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company______________________________, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature ; each of the undersigned (guaranteed by an Eligible Guarantor Institution which is Power of Attorney and the Custody Agreement constitutes a member valid and binding agreement on the part of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other such Selling Shareholder, enforceable in accordance with its terms, except as the "POWERS OF ATTORNEY") appointing the Company enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles; and one or more other personseach of such Selling Shareholder's Attorneys, as attorneys-in-factacting alone, with full power of substitution, and with full authority (exercisable by any one or more of them) is authorized to execute and deliver this Agreement and the certificate referred to take in Section 7(h) hereof on behalf of such other action Selling Shareholder, to determine the purchase price to be paid by the several Underwriters to such Selling Shareholder as provided in Section 4 hereof, to authorize the delivery of the Selling Shareholder Shares under this Agreement and to duly endorse (in blank or otherwise) the certificate or certificates representing such Shares or a stock power or powers with respect thereto, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement. (c) All consents, approvals, authorizations and orders required for the execution and delivery by such Selling Shareholder of the Power of Attorney and the Custody Agreement, the execution and delivery by or on behalf of such Selling Shareholder of this Agreement and the sale and delivery of the Selling Shareholder Shares under this Agreement, the issuance of the order of the Commission declaring the Registration Statement effective and such consents, approvals, authorizations or orders as may be necessary under state or desirable to carry out other securities or Blue Sky laws and the provisions hereof on behalf bylaws, rules and regulations of the NASD) have been obtained and are in full force and effect; such Selling Shareholder. (d) The , if other than a natural person, has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization as the type of entity that it purports to be; and such Selling Shareholder has full legal right, power and authority to enter intointo and perform its obligations under this Agreement and such Power of Attorney and Custody Agreement, and to perform all sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder under this Agreement. (d) Such Selling Shareholder will not, during the Lock-up Period, effect the Disposition of any Securities now owned or hereafter acquired directly by such Selling Shareholder or with respect to which such Selling Shareholder has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, or (ii) with the prior written consent of X.X. Xxxxxxxx & Co. The foregoing restriction is expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-up Period, even if such Securities would be disposed of by someone other than the Selling Shareholder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its obligations under, value from Securities. Such Selling Shareholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such Selling Shareholder except in compliance with this restriction. (e) Certificates in negotiable form for all Shares and securities which are convertible into Shares to be sold by such Selling Shareholder under this Agreement, together with a stock power or powers duly endorsed in blank by such Selling Shareholder, have been placed in custody with the Custody Custodian for the purpose of effecting delivery hereunder. (f) This Agreement has been duly authorized by each Selling Shareholder that is not a natural person and has been duly executed and delivered by or on behalf of such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles; and the performance of this Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions herein contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or and provisions of, of or constitute a default underunder any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement agreement, joint venture or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder, or any Selling Shareholder is Shares hereunder, may be bound or or, to which any the best of the property or assets of the such Selling Shareholder is subjectShareholders' knowledge, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any law, order, rule rule, regulation, writ, injunction, judgment or regulation decree of any court court, government or governmental agency or body body, domestic or foreign, having jurisdiction over the such Selling Shareholder or over the property or assets properties of such Selling Shareholder, or, if such Selling Shareholder is other than a natural person, result in any violation of any provisions of the charter, bylaws or other organizational documents of such Selling Shareholder; and. (g) Such Selling Shareholder has not taken and will not take, except for the registration directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Shares under price of the Securities Act Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Shareholder has not distributed and the Rules and Regulations and such consents, approvals, authorizations, registrations will not distribute any prospectus or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers other offering material in connection with the purchase offering and distribution sale of the Shares Shares. (i) All information furnished by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any on behalf of such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement Selling Shareholder relating to such Selling Shareholder and the Selling Shareholder Shares that is contained in the representations and warranties of such Selling Shareholder in such Selling Shareholder's Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo set forth in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not is, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and on the Closing Date, was or will be, true, correct and complete, and does not, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and on the Closing Date (hereinafter defined) will not, as of the applicable Effective Date (as to the Registration Statement and contain any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein such information not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or . (j) Such Selling Shareholder will review the Prospectus in reliance upon and in conformity will comply with written information furnished all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Company through Closing Date and will advise one of its Attorneys and X.X. Xxxxxxxx & Co. prior to the Representatives by or Closing Date if any statement to be made on behalf of any Underwriter specifically for inclusion thereinsuch Selling Shareholder in the certificate contemplated by Section 7(i) would be inaccurate if made as of the Closing Date. (iik) With respect Such Selling Shareholder does not have, or has waived prior to RDC Xxxxxx Development Corporation (RDC")the date hereof, RDC is familiar any pre-emptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company or any of the other Selling Shareholders to the Underwriters pursuant to this Agreement; such Selling Shareholder does not have, or has waived prior to the date hereof, any registration right or other similar right to participate in the offering made by the Prospectus, other than such rights of participation as have been satisfied by the participation of such Selling Shareholder in the transactions to which this Agreement relates in accordance with the Registration Statement terms of this Agreement; and the Prospectus (as amended such Selling Shareholder does not own any warrants, options or supplemented)similar rights to acquire, and the Registration Statement and the Prospectus and does not have any further amendments right or supplements arrangement to the Registration Statement acquire, any capital stock, rights, warrants, options or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted other securities from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to ThermoCompany, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth other than those described in the Registration Statement and the Prospectus. (l) Such Selling Shareholder is not aware (without having conducted any investigation or inquiry) that any of the representations and warranties of the Company set forth in Section 2 above is untrue or inaccurate in any material respect.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second First Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, have good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the American Stock Transfer & Trust Company, as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement and by the Selling Shareholder, the compliance by the Selling Shareholder with all of the applicable provisions of this Agreement, the Power of Attorney by and the Selling Shareholder Custody Agreement, and the consummation by the each Selling Shareholder of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the any Selling Shareholder is a party or by which the any Selling Shareholder is bound or to which any of the property or assets of the any Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions deed of the governing documents trust of the any Selling Shareholder or (iii) result in the violation of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the any Selling Shareholder or the property any of their properties or assets of the Selling Shareholderassets; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement and by such Selling Shareholder, the compliance by such Selling Shareholder with all of the applicable provisions of this Agreement, the Power of Attorney by and the Selling Shareholder or Custody Agreement, and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC")provided, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) The Selling Shareholder confirms that the representations and warranties of the Company contained in Section 1 hereof are true and correct, is familiar with the Registration Statement and the Prospectus (ias amended or supplemented) With respect to Thermoand has no knowledge of any material fact, condition or information not disclosed in the sale Registration Statement, as of Option Shares by Thermo the effective date, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company. The Selling Shareholder is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus. (g) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees thatwith respect to itself as follows: (a) The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the representations or warranties set forth in this Section 2(a) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (b) The Prospectus will not, as of its date and on the Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations or warranties set forth in this Section 2(b) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (c) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the price of the Stock and disclosures directly relating thereto will be included on the cover page of the Prospectus; provided that the representations or warranties set forth in this Section 2(c) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (d) Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Securities Act), when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations or warranties set forth in this Section 2(d) are limited to statements or omissions made in reliance upon and in conformity with the Selling Shareholders Information provided by such Selling Shareholder. (e) Each Selling Shareholder that is not an individual has all limited liability company or limited partnership, as applicable, power and authority to enter into this Agreement. (f) This Agreement has been duly and validly authorized, executed and delivered, or duly and validly executed and delivered, as the case may be, by or on behalf of the Selling Shareholder. (g) The Selling Shareholder has, and immediately prior to delivering the Second Stock on the Delivery Date (as defined in Section 5 hereof) the Selling Shareholder Date, will have, good and valid title to the Option Shares shares of Stock to be sold by the Selling Shareholder hereunder on such datethe Delivery Date, free and clear of all liens, encumbrances, equities or claims; . (h) Such Selling Shareholder has, and upon delivery of such Shares and payment therefor pursuant heretoon the Delivery Date will have, good and valid title to, or a valid “security entitlement” pursuant to Section 8-501 of the New York Uniform Commercial Code (the “NYUCC”) in respect of, the Stock to be sold by such shares, Selling Shareholder free and clear of all security interests, claims, liens, encumbrances, equities or claimsother encumbrances and the legal right and power, will pass and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Stock to be sold by such Selling Shareholder or a security entitlement in respect of such Stock. Assuming that the Underwriter acquires its interest in the Stock it has purchased under this Agreement from such Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the NYUCC) with respect to the several UnderwritersStock, the Underwriter that has purchased such Stock delivered on the Delivery Date to The Depository Trust Company (“DTC”) or other securities intermediary (within the meaning of Section 8-102(a)(14) of the NYUCC) by making payment therefor as provided herein, and that such Stock has been credited by book entry to the securities account or accounts (within the meaning of Section 8-501(a) of the NYUCC) of the Underwriter maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of 8-102(a)(17) of the NYUCC) to such shares purchased by the Underwriter, and no action based on an adverse claim (within the meaning of Sections 8-102(a)(1) and 8-502 of the NYUCC) may be asserted against the Underwriter with respect to such Stock. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) the Stock will have been registered in the name of Cede & Co. (“Cede”) or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its articles of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation” (and thus is a “securities intermediary”) within the meaning of Section 8-102(a)(5) of the NYUCC and (iii) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the NYUCC. (bi) The Selling Shareholder has placed not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one stabilization or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature manipulation of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member price of a Medallion Signature Guarantee Program recognized by any security of the Stock Transfer Association (in Company to facilitate the case that sale or resale of the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereundershares of Stock. (cj) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby do not and thereby will not in the case of a Selling Shareholder that is not an individual with respect to clauses (i), (ii) and (iii) and in the case of a Selling Shareholder who is an individual solely with respect to clauses (i) and (iii) only, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents certificate of formation or limited liability company agreement or limited partnership agreement (or similar organizational documents) of the Selling Shareholder or (iii) result in any violation of any applicable statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder except, with respect to clause (i) or (iii), such as will not individually or in the aggregate have a material adverse effect on such Selling Shareholder; and’s ability to consummate the transactions contemplated by this Agreement. (k) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder is required for the execution, delivery and performance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such Act, any consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange ActAct or the rules and regulations of FINRA, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution sale of the Shares Stock by the UnderwritersUnderwriter and except for those as will have been obtained on or prior to the Delivery Date and such consents, no consentapprovals, approval, authorization authorizations or order of, or filing or registration with, any such court or governmental agency or body is required for orders as would not reasonably be expected to have a material adverse effect on the execution, delivery and performance ability of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by to execute, deliver and perform its obligations under this Agreement. (l) Neither the Selling Shareholder nor any person acting on behalf of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes (other than, if applicable, the Company and the Underwriter) has used or referred to obtain or make any “free writing prospectus” (as requireddefined in Rule 405 under the Securities Act), relating to the Stock. (em) Neither the Selling Shareholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely within the meaning of the information specified FINRA By-Laws) of FINRA. Any certificate signed by any officer of any Selling Shareholder and delivered to counsel for the Underwriter in Section 10(f)connection with the offering of the Stock shall be deemed a representation and warranty by such Selling Shareholder, the Registration Statement and the Prospectus and any further amendments or supplements as to matters covered thereby, to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion thereinUnderwriter. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Such Selling Shareholder hashas good and valid title to the shares of the Stock to be sold by such Selling Shareholder hereunder, and immediately prior to the Second applicable Delivery Date (as defined in Section 5 hereof) the such Selling Shareholder will have, good and valid title to the Option Shares shares of Stock to be sold by the such Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims arising under the Custody Agreement (as hereinafter defined); and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS"“Custody Agreement”) with the Companyother Selling Shareholders and , as custodian (the "CUSTODIAN"“Custodian”) and Messrs. , as Attorneys-in-Fact (the “Attorneys-in-Fact”), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchange) representing the Shares shares of Stock to be sold by the such Selling Shareholder hereunder. (c) The Pursuant to the Custody Agreement, such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY"“Power of Attorney”) appointing the Company and one or more other persons, as attorneysAttorneys-in-fact, Fact with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the such Selling Shareholder. (d) The Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement Power of Attorney and the Power Custody Agreement. (e) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of Attorney; each such Selling Shareholder. (f) Each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legaland Custody Agreement have been duly and validly authorized, executed and delivered by or on behalf of such Selling Stockholder and constitute valid and legally binding obligation obligations of such Selling Shareholder enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or contracting parties’ rights, (ii) general equity principles (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability) and (iii) the Selling Shareholder; the discretion of courts in awarding equitable remedies, including, but not limited to, specific performance or injunctive relief, in each case, regardless of whether considered in a proceeding in equity or at law. (g) The execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing charter, by-laws or equivalent constituent documents of the such Selling Shareholder (with respect to any Selling Shareholder that is not a natural person) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as will have been obtained prior to the date hereof as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the such Selling Shareholder or and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (eh) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any provided further amendments or supplements that this paragraph (h) shall apply to such Selling Shareholder only to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make extent that the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted omissions from the Registration Statement or the Prospectus were made in reliance upon and in conformity with written information furnished relating to the Company through the Representatives such Selling Shareholder provided by or on behalf of any Underwriter such Selling Shareholder specifically for inclusion therein. (f) (i) With respect Except as provided in this Agreement and in the Lock-Up Agreement (as hereinafter defined), such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to Thermo, or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares by Thermo is not prompted by any information concerning the Company shares of which Thermo is aware which is not set forth in the Registration Statement and the ProspectusStock.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees as to itself with each Underwriter and the Company that: (a) The Such Selling Shareholder hashas been duly organized and is validly existing as an entity in good standing under the laws of its jurisdiction of organization (to the extent good standing is recognized in such jurisdiction); and such Selling Shareholder has all requisite power and authority to execute and deliver this Agreement and the Terms Agreement and to perform its obligations hereunder and thereunder. (b) Such Selling Shareholder is the lawful owner of the Offered Shares to be sold by such Selling Shareholder under the Terms Agreement referred to in Section 3, and immediately prior has good and marketable title to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will havesuch Offered Shares, free and clear of all security interests, liens, encumbrances, restrictions on transfer, equities or other claims, and, upon delivery of and payment for such Offered Shares, good and valid title to such Offered Shares, free and clear of all security interests, liens, encumbrances, restrictions on transfer, equities or other claims will pass to the Option Underwriters; there are no restrictions on the subsequent transfer of the Offered Shares to be sold by the Selling Shareholder hereunder on such date, free and clear Shareholders under the laws of all liens, encumbrances, equities Luxembourg or claimsthe United States except as described in the Prospectus; and upon delivery of such the Offered Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the form of Common Shares to be sold by the Selling Shareholder hereunderShareholders may be freely deposited by the Selling Shareholders with the Depositary against issuance of ADRs evidencing ADSs. (c) The Selling Shareholder has This Agreement and the Terms Agreement have been duly and irrevocably authorized, executed and delivered by such Selling Shareholder and constitutes a power valid and binding obligation of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The sale of the Offered Shares to be sold by such Selling Shareholder has full rightunder the Terms Agreement referred to in Section 3 and the deposit of Common Shares with the Depositary against issuance of the ADRs evidencing the ADSs, power and authority to enter into, and to perform the compliance by such Selling Shareholder with all of its obligations under, the provisions of this Agreement, the Custody Agreement and such Terms Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions herein and therein contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing charter, by-laws or other organizational documents of the such Selling Shareholder or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Shareholder or any of its properties or assets, except, with respect to (i) and (iii) above, for such conflicts, breaches or violations which, individually or in the aggregate, would not materially and adversely affect the performance of this Agreement by such Selling Shareholder or the property or assets consummation of the transactions contemplated hereby; and no governmental authorizations are required for the offer and sale of such Offered Shares by such Selling Shareholder; and, for the deposit by such Selling Shareholder of Common Shares with the Depositary against issuance of ADRs evidencing the ADSs to be delivered, the compliance with the provisions of this Agreement and such Terms Agreement or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement and such Terms Agreement, except (i) such as have been obtained under the Securities Act and the Exchange Act, (ii) such as have been obtained with respect to the listing of the ADSs on Nasdaq and the listing of the Offered Shares on the OSE, subject to official notice of issuance and (iii) such governmental authorizations as may be required under state securities or Blue Sky laws or any laws of jurisdictions outside Luxembourg and the United States in connection with the purchase and distribution of the Offered Shares by or for the registration account of the Shares under Underwriters. (e) Only to the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, any Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Shareholder expressly for use therein, in the case of any Preliminary Prospectus, such Preliminary Prospectus, as of its date, and in the case of the Registration Statement, the Registration Statement, as of its effective date, conformed in all material respects to the requirements of the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations did not include any untrue statement of a material fact or qualifications as may omit to state any material fact required to be required under stated therein or necessary to make the Exchange Actstatements therein not misleading, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements on the date of the Terms Agreement referred to in Section 3, will conform in all material respects to the Registration Statement or the Prospectus do not and will not, as requirements of the applicable Effective Date (as to Securities Act and the Registration Statement Rules and Regulations and neither of such documents will include any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading; provided provided, that no the foregoing representation or and warranty is made as does not apply to information contained statements in or omitted from the Registration Statement or the Prospectus in reliance omissions based upon and in conformity with written information furnished to the Company by an Underwriter of Offered Shares through the Representatives by or on behalf of any Underwriter specifically a Representative expressly for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and use in the Prospectus (as amended or supplemented)supplemented or any Preliminary Prospectus relating to such Offered Shares; and if at any time there is a change in the information referred to in this subsection, such Selling Shareholder will immediately notify the Company and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as Underwriters of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion thereinsuch change. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not Other than as described or set forth in the Registration Statement and Prospectus, no stamp or other issuance taxes or duties imposed by Luxembourg are payable on behalf of the Underwriters in connection with the sale of the Offered Shares or ADSs by the Selling Shareholders to the Underwriters, the deposit of the Common Shares under the Deposit Agreement or the sale of the Offered Shares or ADRs by the Underwriters to the initial purchasers thereof as contemplated by the Prospectus. (g) If reasonably requested by an Underwriter, with respect to the transactions herein contemplated, such Selling Shareholder will deliver to such Underwriter prior to or at the Time of Delivery (as hereinafter defined) an applicable properly completed and executed United States Treasury Department Form W-8 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof).

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Shares. (b) Such Selling Shareholder has, and or immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) the on which such Selling Shareholder is selling Shares, such Selling Shareholder will have, good and valid title to to, or a valid “security entitlement” within the Option meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the such Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such sharesDelivery Date, free and clear of all liens, encumbrances, equities or claims, will pass to except for any liens, encumbrances, equities or claims arising under the several Custody Agreement or otherwise in favor of the Underwriters. (bc) The Shares to be sold by such Selling Shareholder hereunder, which are represented by the certificates held in custody for such Selling Shareholder, are subject to the interests of the Underwriters and the other Selling Shareholders thereunder, the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and the obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law, death or incapacity of such individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment of the purchase price for the Shares to be sold by each Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee, and the crediting of such Shares on the books of DTC to securities account(s) (within the meaning of Section 8-501(a) of the UCC) of the Underwriters maintained at DTC (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (iii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its Memorandum and Articles of Association and applicable law, (B) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (C) appropriate entries to the account(s) of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (D) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters), (E) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (F) if at any time the DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (e) Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the CompanyComputershare Inc., as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed or deeds bearing participant in the signature of Securities Transfer Agents Medallion Program, the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a New York Stock Exchange Medallion Signature Guarantee Program recognized by or the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Shares Exchange Medallion Program) representing the Shares to be sold by the such Selling Shareholder hereunder. (cf) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Messrs. Xxxx Xxxxxxx and one or more other personsXxxxxxx X. Xxx, and each of them, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on behalf of such Selling Shareholders and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the such Selling Shareholder. (dg) The No stamp, issue, registration, documentary, transfer or other similar taxes and duties, including interest and penalties, are payable in the Republic of Singapore on or in connection with the sale of the Ordinary Shares by such Selling Shareholder or the execution and delivery of this Agreement, other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (h) Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each . (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of this Agreement, such Selling Shareholder. (j) The Power of Attorney and the Custody Agreement have been duly and the Power validly authorized, executed and delivered by or on behalf of Attorney constitutes the legal, such Selling Shareholder and constitute valid and legally binding obligation obligations of such Selling Shareholder enforceable against such Selling Shareholder in accordance with their terms, subject to (i) the Selling Shareholder; the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. (k) The execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the such Selling Shareholder or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and. (l) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Shareholder or the property or assets of such Selling Shareholder is required for the execution, delivery and performance of this Agreement, the Custody Agreement or the Power of Attorney by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution sale of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of its date and on the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) the documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) each Issuer Free Writing Prospectus (including without limitation, any road show that is a free writing prospectus under Rule 433), if any, when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is the representations and warranties in the foregoing clauses (i) through (v) are made only as to information contained in statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter such Selling Shareholder (x) specifically for use in the preparation of the Registration Statement, (y) specifically for inclusion thereinin the Registration Statement, the Pricing Disclosure Package or the Prospectus or (z) specifically for inclusion in such other documents. (fn) (i) With respect Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to Thermo, or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares by Thermo is not prompted the Shares. Any certificate signed by any information concerning officer of any Selling Shareholder and delivered to the Company Representatives or counsel for the Underwriters in connection with the offering of which Thermo is aware which is not set forth in the Registration Statement Shares shall be deemed a representation and the Prospectuswarranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach of the Selling Shareholders (to the extent applicable) severally represents and warrants to, each Selling Shareholder severally and not jointly represents, warrants and agrees thatwith, the Underwriters as follows: (a) The Selling Shareholder hasOn the Effective Date, and immediately prior at all times subsequent thereto up to the Second Delivery and on each Option Closing Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely all information with respect to information provided by Thermo such Selling Shareholder contained in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon , and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With all information with respect to RDC Xxxxxx Development Corporation (RDC")such Selling Shareholder contained in the Prospectus, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made PROVIDED, HOWEVER, that, as to information such Selling Shareholder, the representations and warranties contained in this subsection (a) only apply to statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information furnished in writing to the Company through or the Representatives Underwriters, by or on behalf of any Underwriter such Selling Shareholder, specifically for inclusion in Registration Statement or the Prospectus. (b) Such Selling Shareholder has duly authorized, executed and delivered on ___________, 1997 the Irrevocable Power of Attorney, Custody Agreement and Lock-Up Agreement (the "Custody Agreement") with the Company, as custodian (the "Custodian"), and Xxxx Xxxxxxxx and Xxxxxxx Xxxxxx, as attorneys- in-fact (the "Attorneys-in-Fact"), and, such Custody Agreement constitutes the valid, legal and binding agreement of such Selling Shareholder, enforceable in accordance with its terms; such Selling Shareholder has pursuant to the Custody Agreement, duly authorized each and all of the Attorneys-in-Fact to execute and deliver this Agreement on behalf of such Selling Shareholder, and otherwise to act, and to execute documents and instruments, on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement, and the Attorneys-in-Fact and the Custodian are each duly authorized by such Selling Shareholder under the Custody Agreement to deliver the Shares to be sold by such Selling Shareholder pursuant to the Agreement, and to accept payment therefor. When executed and delivered by one or more of the Attorneys-in-Fact on behalf of such Selling Shareholder in accordance with the Custody Agreement and this Agreement will have been duly authorized, executed and delivered on behalf of such Selling Shareholder. (c) No consent, approval, authorization or order of any court, government, governmental agency or body or financial institution, domestic or foreign (other than under the Securities Act and state securities or blue sky laws), is required for the consummation by such Selling Shareholder of the transactions contemplated in this Agreement or the Custody Agreement, including, without limitation, the sale of the Shares to the Underwriters, as contemplated herein or therein (other than those that have been obtained and are in full force and effect). (d) The execution and delivery of this Agreement and the Custody Agreement, and the consummation of the transactions contemplated herein and therein, including, without limitation, the sale of the Shares by the Underwriters, as contemplated herein or therein, will not (i) result in a breach by such Selling Shareholder of, or constitute a default by such Selling Shareholder under, any agreement or instrument or any decree, judgement or order to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or the properties of such Selling Shareholder are subject or (ii) violate any provision of the certificate of incorporation, by-laws, or comparable governing documents of such Selling Shareholder (if such Selling Shareholder is a corporation), or any law, rule or regulation, domestic or foreign, applicable to such Selling Shareholder or to which its properties are subject. (e) Such Selling Shareholder who is a Selling Shareholder has, and will on each Option Closing Date have, good and marketable title to the Shares to be sold by such Selling Shareholder pursuant to this Agreement, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, or restriction on voting or other rights as a shareholder of any nature, other than pursuant to this Agreement and the Custody Agreement; such Selling Shareholder has full right, power and authority to sell, transfer and deliver the Shares, pursuant to this Agreement; upon delivery of such Shares and payment of the purchase price therefor as contemplated in this Agreement each Underwriter will receive good and marketable title to the Shares purchased by it from such Selling Shareholder, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind or of any restriction on transfer or voting or other rights as a shareholder of any nature. (f) Certificates for the Shares to be sold by such Selling Shareholder pursuant to this Agreement in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment, executed in blank, have been placed in custody with the Custodian pursuant to the Custody Agreement for purpose of effecting delivery, in accordance with the Custody Agreement and this Agreement. (g) Each Selling Shareholder hereby agrees that for a period of twenty-four months from the Effective Date (the "Lock-Up-Period"), such Selling Shareholder will not, without prior written consent of the Representative directly or indirectly, offer, sell or grant any option to purchase, transfer or otherwise dispose of or contract to dispose of (or announce any offer, sale, grant of any option to purchase, or other disposition of), for value or otherwise, any shares of Common Stock, options or warrants to purchase Common Stock, or any securities convertible into or exchangeable for Common Stock, owned directly by such person or with respect to which such person has the power of disposition, other than the sale of the Shares under this Agreement. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to, violate Rule 102 of Regulation M under the 1934 Act, or cause or result in stabilization or manipulation of the price of the Common Stock; and such Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. (i) With respect In the event the Selling Shareholder is a corporation, such Selling Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, with all necessary power and authority to Thermoexecute, deliver and perform the sale Custody Agreement and this Agreement and to sell and deliver the Shares to the Underwriters in accordance with this Agreement, and upon execution and delivery thereof by one or more of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth Attorneys-in-Fact, such agreements will be duly executed and delivered and enforceable against such Selling Shareholder in the Registration Statement and the Prospectusaccordance with their respective terms.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any "free writing prospectus" (as defined in Rule 405) in connection with the offering of the Shares; provided that the foregoing shall not apply to any Selling Shareholder acting on behalf of the Company with respect to an Issuer Free Writing Prospectus. (b) The Selling Shareholder has, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is selling Shares, the Selling Shareholder will have, good and valid title to to, or a valid "security entitlement" within the Option meaning of Section 8-501 of the New York Uniform Commercial Code (the "UCC") in respect of, the Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such sharesDelivery Date, free and clear of all liens, encumbrances, equities or claims, will pass except for any liens, encumbrances, equities or claims arising under the Custody Agreement (as defined below); provided, however, that with respect to Shares that are to be delivered on such Delivery Date pursuant to the several Underwritersexercise of options (the "FUTURE SHARES"), the Selling Shareholder makes such representation only as of the Delivery Date. (bc) The Shares to be sold by the Selling Shareholder hereunder, which are represented by the certificates held in custody for the Selling Shareholder (except with respect to any Future Shares), are, or with respect to any Future Shares will be, subject to the interest of the Underwriters and the other Selling Shareholders thereunder, the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment for the Shares to be sold by such Selling Shareholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. ("CEDE") or such other nominee as may be designated by The Depository Trust Company ("DTC"), registration of such Shares in the name of Cede or such other nominee and the crediting of such Stock on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (i) DTC shall be a "protected purchaser" of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (iii) no action based on any "adverse claim," within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will be registered as a "clearing corporation" within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Except with respect to Future Shares, the Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS") with the American Stock Transfer & Trust Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) negotiable form representing the Shares to be sold by the Selling Shareholder hereunder. (c) . The Selling Shareholder has duly and irrevocably executed and delivered a power an irrevocable notice of attorney (the "POWER OF ATTORNEY" and, together exercise with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by respect to any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement Future Shares it is selling hereunder and the Power of Attorney; each of this AgreementFuture Shares, the Custody Agreement and the Power of Attorney constitutes the legalwhen issued upon exercise, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument be subject to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Custody Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (aA) The In the case of Selling Shareholder hasShareholders other than Cromwilld, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, has good and valid title to the Option Warrants, each entitling the holder thereof to purchase 13.334 Ordinary Shares and, immediately prior to the time at which the Shares to be sold by it in the offering (the "Warrant Shares") are delivered to the International Managers and the International Managers, the Selling Shareholder will have good and valid title to such Warrant Shares to be sold by the Selling Shareholder hereunder pursuant to this Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Warrant Shares and payment therefor pursuant to this Agreement and the U.S. Underwriting Agreement, good and valid title to such Warrant Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several International Managers or the several International Managers, as the case may be; or (B) in the case of Cromwilld, it has good and valid title to the Shares to be sold by it, and, immediately prior to the time at with the Shares to be sold by it in the Offering are delivered to the International Managers, it will have good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant heretoto this Agreement and the U.S. Underwriting Agreement, good and valid title to such sharesShares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (International Managers or the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Companyseveral International Managers, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereundermay be. (c) The Pursuant to the Power of Attorney and the Custody Agreement, the Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" andappointing any of R. Gary Xxxxx, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other personsRaj Xxxxxxxxx xxx Leo xxx der Veen, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to (i) (in the case of all Selling Shareholders other than Cromwilld) elect to exercise a number of Warrants held by the Selling Shareholder into Warrant Shares and (ii) execute and deliver this Agreement and the U.S. Underwriting Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof thereof, in each case on behalf of the Selling Shareholder. (de) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this AgreementTo the extent that any statements or omissions made in the Registration Statements, the Custody Agreement Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney Company by the Selling Shareholder and Shareholders specifically for use therein, the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange ActPrimary Registration Statement did not, and the regulations promulgated thereunderRule 462(b) Registration Statement, and applicable state securities and "blue sky" laws and foreign securities lawsif any, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, when they become effective or are filed with the Commission, as of the applicable Effective Date (as to the Registration Statement and case may be, contain any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (ig) With respect to Thermo(A) In the case of Selling Shareholders other than Cromwilld, the sale information provided by the Selling Shareholder in the Instruction to Purchase Warrant Shares in Connection with, and Request to Include Warrant Shares for Sale in, the initial public offering of Option Shares by Thermo is not prompted by any information concerning the Company (attached to the Power of Attorney and Custody Agreement) was true and correct as of the date on which Thermo is aware which is not set forth it was made, and as of the date hereof; and, except as disclosed in the Registration Statement Prospectus, within the past three years the Selling Shareholder has held no position or office or had any other material relationship with the Company, or (B) in the case of Cromwilld, the information provided by it in the Selling Shareholder Information Schedule (Exhibit B to the Settlement Agreement) was true and correct when made and as of the Prospectusdate hereof. (h) In the case of Cromwilld, it had full power and authority to enter into the Settlement Agreement; the Settlement Agreement has been duly authorized, executed and delivered by it and constitutes a legally binding obligation of Cromwilld, enforceable in accordance with its terms.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second each Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is to sell Shares hereunder, the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron each Selling Shareholder other than RDC Xxxxxx Development Corporation, Discount Investment Corporation and Elron Electronic Industries Ltd. (the "THERMORDC GROUP"), ) solely with respect to information provided by Thermo such Selling Shareholder in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to each Selling Shareholder included within the RDC Xxxxxx Development Corporation (RDC")Group, RDC such Selling Shareholder is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermoeach Selling Shareholder other than those included within the RDC Group, the sale of Option Shares by Thermo such Selling Shareholder is not prompted by any information concerning the Company of which Thermo such Selling Shareholder is aware which is not set forth in the Registration Statement and the Prospectus. (ii) With respect to each Selling Shareholder included within the RDC Group, such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, and the sale of Shares by such Selling Shareholder is not prompted by any information concerning the Company which is not set forth in the Registration Statement and the Prospectus. (g) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, including, without limitation, any action in violation of the Securities Act, the Rules and Regulations, the Exchange Act or the rules and regulations of the Commission thereunder (including, without limitation, Regulation M).

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Shares. (b) The Selling Shareholder has, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is selling Shares, the Selling Shareholder will have, good and valid marketable title to the Option Shares to be sold by the Selling Shareholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; and upon . (c) Upon payment for the Shares to be sold by the Selling Shareholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and payment therefor pursuant hereto, the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (i) DTC will acquire good and valid marketable title to such shares, the Shares free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims, will pass to (ii) DTC shall be a “protected purchaser” of such Shares within the several Underwriters. meaning of Section 8-303 of the UCC, (biii) The Selling Shareholder has placed in custody under a custody agreement (Section 8-501 of the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling ShareholderUCC, the "CUSTODY AGREEMENTS"Underwriters will acquire a valid security entitlement in respect of such Shares, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with the Companyrespect to such security entitlement. For purposes of this representation, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. may assume that when such payment, delivery and crediting occur, (cx) The Selling Shareholder has duly such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and irrevocably executed and delivered applicable law, (y) DTC will be registered as a power “clearing corporation” within the meaning of attorney (Section 8-102 of the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitutionUCC, and with full authority (exercisable by any one or more of themz) appropriate entries to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf accounts of the Selling Shareholderseveral Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement. (e) This Agreement has been duly and validly authorized, the Custody Agreement executed and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation delivered by or on behalf of the Selling Shareholder; . (f) The sale of the Shares by the Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby do not and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or and which is material to which any of the property or assets of the Selling Shareholder is subjectShareholder, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the Selling Shareholder Shareholder, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder, except that in the case of clauses (i) and (iii) above, where such conflict or violation would not, individually or in the aggregate, reasonably be likely to have a material adverse effect (1) on the Selling Shareholder, or (2) on the power or ability of the Selling Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (g) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder are required for the sale of the Shares by the Selling Shareholder; and, the execution, delivery and performance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby, except (i) for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the offer, purchase and distribution sale of the Shares by the Underwriters, no (iii) such as has previously been obtained or (iii) where the failure to obtain or perform any such consent, approval, authorization or order ofauthorization, or order, filing or registration withwould not, any such court individually or governmental agency or body is required for in the executionaggregated, delivery and performance reasonably be expected to have a material adverse effect on the ability of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of to consummate the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)in this Agreement. (eh) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely To the knowledge of the information specified in Section 10(f)Selling Shareholder, the Registration Statement and the Prospectus and any further amendments Statement, as amended or supplements to the Registration Statement or the Prospectus do not and will supplemented, as applicable, did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that (i) no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f) and (ii) the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, or any amendments or supplements thereto, it being understood and agreed that such information is limited to the name of the Selling Shareholder, the number of offered shares, the number of shares of ordinary shares owned by such Selling Shareholder before and after the offering and the address and other information with respect to the Selling Shareholder that appear in the table and footnotes under the caption “Principal and Selling Shareholders” in the Registration Statement and any amendment or supplement thereto. (i) To the knowledge of the Selling Shareholder, the Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that (i) no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives Representative by or on behalf of any Underwriter specifically for inclusion therein. , which information is specified in Section 10(f) and (ii) With respect the representations and warranties set forth in this paragraph 2(h) are limited to RDC Xxxxxx Development Corporation (RDC")statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Prospectus, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements thereto, it being understood and agreed that such information is limited to the Registration Statement or the Prospectus do not and will not, as name of the applicable Effective Date (as Selling Shareholder, the number of offered shares, the number of shares of ordinary shares owned by such Selling Shareholder before and after the offering and the address and other information with respect to the Registration Statement Selling Shareholder that appear in the table and any amendment thereto) footnotes under the caption “Principal and as of the applicable filing date (as to Selling Shareholders” in the Prospectus and any amendment or supplement thereto. (j) To the knowledge of the Selling Shareholder, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that (i) no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representatives Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f) and (ii) the representations and warranties set forth in this paragraph 2(i) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Pricing Disclosure Package, or any amendments or supplements thereto, it being understood and agreed that such information is limited to the name of the Selling Shareholder, the number of offered shares, the number of shares of ordinary shares owned by such Selling Shareholder before and after the offering and the address and other information with respect to the Selling Shareholder that appear in the table and footnotes under the caption “Principal and Selling Shareholders” in the Pricing Disclosure Package and any amendment or supplement thereto. (fk) To the knowledge of the Selling Shareholder, the Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule V hereto, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that (i) With respect no representation or warranty is made as to Thermo, information contained in or omitted from the sale of Option Shares by Thermo is not prompted by Pricing Disclosure Package (or any Issuer Free Writing Prospectus listed in Schedule V hereto) in reliance upon and in conformity with written information concerning furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which Thermo information is aware which is not specified in Section 10(f) and (ii) the representations and warranties set forth in this paragraph 2(j) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Registration Statement Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Pricing Disclosure Package (or any Issuer Free Writing Prospectus listed in Schedule V hereto) and any amendment or supplement thereto, it being understood and agreed that such information is limited to the name of the Selling Shareholder, the number of offered shares, the number of shares of ordinary shares owned by such Selling Shareholder before and after the offering and the Prospectusaddress and other information with respect to the Selling Shareholder that appear in the table and footnotes under the caption “Principal and Selling Shareholders” in the Pricing Disclosure Package (or any Issuer Free Writing Prospectus listed in Schedule V hereto) and any amendment or supplement thereto. (l) The Selling Shareholder has not taken, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the shares of the Shares. (m) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person: (i) to finance any activities or business of or with any person or in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of the Selling Shareholder’s direct or indirect limited partners once such proceeds are no longer under the control of the Selling Shareholder if prior to such distribution the Selling Shareholder has no knowledge that such proceeds will be used for any of the foregoing purposes. (n) The Selling Shareholder is not (i) an employee benefit plan subject to Part 4, Subtitle B of Title I of ERISA, (ii) a plan subject to the prohibited transaction provisions of Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such plan under Section 3(42) of ERISA. Any certificate signed by any officer of any Selling Shareholder and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally severally, and not jointly jointly, represents, warrants and agrees that: (a) The Selling Shareholder hasis, and immediately prior to the Second First Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to be the Option Shares record owner of the shares of Stock to be sold by the Selling Shareholder hereunder on such date, free date and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, Selling Shareholder has good and valid title to such those shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Upon the payment and transfer contemplated by the Underwriting Agreement, the Underwriters will acquire a security entitlement with respect to the shares of Stock to be sold by such Selling Shareholder and no action based on an adverse claim (within the meaning of Section 8-105 of the New York UCC (as defined below)) may be asserted against such Underwriters with respect to such shares. (c) The Selling Shareholder (other than FFC Partners I, L.P. and FFC Executive Partners I, L.P. (together the "FFC ENTITIES")) has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS") with the Equiserve Trust Company, N.A., as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the Selling Shareholder hereunder. (cd) The Selling Shareholder (other than the FFC Entities) has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY") appointing certain officers of the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (de) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, Attorney and the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder(if applicable); the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement (if applicable) by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of the Selling Shareholder Shareholder, if applicable, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement (if applicable) by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (ef) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely In the case of the information specified FFC Entities and Xxxxx X. Xxxxx, each of the FFC Entities and Xxxxx X. Xxxxx has no reason to believe that the representations and warranties of the Company contained in Section 10(f)1 hereof are not materially true and correct, the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented)) and, and (ii) in the case of each Selling Shareholder, such Selling Shareholder has no knowledge of any material fact, condition or information not disclosed in the Registration Statement (required to be so set forth by the Securities Act and the Prospectus Rules and any further amendments or supplements to Regulations, including, but not limited to, Rule 408 under the Registration Statement Securities Act), as of the effective date, or the Prospectus do not and will not(or any amendment or supplement thereto), as of the applicable Effective Date (as to filing date, which has adversely affected or may adversely affect the Registration Statement and any amendment thereto) and as business of the applicable filing date (as to the Prospectus Company and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the ProspectusProspectus (required to be so disclosed by the Securities Act and the Rules and Regulations, including, but not limited to, Rule 408 under the Securities Act). (g) This Agreement has been duly authorized (in the case of a Selling Shareholder that is not a natural person), executed and delivered by the Selling Shareholder. (h) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach of the Selling Shareholders (to the extent applicable) severally represents and warrants to, each Selling Shareholder severally and not jointly represents, warrants and agrees thatwith, the Underwriter as follows: (a) The Selling Shareholder hasOn the Effective Date, and immediately prior at all times subsequent thereto up to the Second Delivery and on each Option Closing Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely all information with respect to information provided by Thermo such Selling Shareholder contained in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon , and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With all information with respect to RDC Xxxxxx Development Corporation (RDC")such Selling Shareholder contained in the Prospectus, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made PROVIDED, HOWEVER, that, as to information such Selling Shareholder, the representations and warranties contained in this subsection (a) only apply to statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information furnished in writing to the Company through or the Representatives Underwriter, by or on behalf of any Underwriter such Selling Shareholder, specifically for inclusion in Registration Statement or the Prospectus. (b) Such Selling Shareholder has duly authorized, executed and delivered on ___________, 1997 the Irrevocable Power of Attorney, Custody Agreement and Lock-Up Agreement (the "Custody Agreement") with the Company, as custodian (the "Custodian"), and Xxxx Xxxxxxxx and Xxxxxxx Xxxxxx, as attorneys-in-fact (the "Attorneys-in-Fact"), and, such Custody Agreement constitutes the valid, legal and binding agreement of such Selling Shareholder, enforceable in accordance with its terms; such Selling Shareholder has pursuant to the Custody Agreement, duly authorized each and all of the Attorneys-in-Fact to execute and deliver this Agreement on behalf of such Selling Shareholder, and otherwise to act, and to execute documents and instruments, on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement, and the Attorneys-in-Fact and the Custodian are each duly authorized by such Selling Shareholder under the Custody Agreement to deliver the Shares to be sold by such Selling Shareholder pursuant to the Agreement, and to accept payment therefor. When executed and delivered by one or more of the Attorneys-in-Fact on behalf of such Selling Shareholder in accordance with the Custody Agreement and this Agreement will have been duly authorized, executed and delivered on behalf of such Selling Shareholder. (c) No consent, approval, authorization or order of any court, government, governmental agency or body or financial institution, domestic or foreign (other than under the Securities Act and state securities or blue sky laws), is required for the consummation by such Selling Shareholder of the transactions contemplated in this Agreement or the Custody Agreement, including, without limitation, the sale of the Shares to the Underwriter, as contemplated herein or therein (other than those that have been obtained and are in full force and effect). (d) The execution and delivery of this Agreement and the Custody Agreement, and the consummation of the transactions contemplated herein and therein, including, without limitation, the sale of the Shares by the Underwriter, as contemplated herein or therein, will not (i) result in a breach by such Selling Shareholder of, or constitute a default by such Selling Shareholder under, any agreement or instrument or any decree, judgement or order to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or the properties of such Selling Shareholder are subject or (ii) violate any provision of the certificate of incorporation, by-laws, or comparable governing documents of such Selling Shareholder (if such Selling Shareholder is a corporation), or any law, rule or regulation, domestic or foreign, applicable to such Selling Shareholder or to which its properties are subject. (e) Such Selling Shareholder who is a Selling Shareholder has, and will on each Option Closing Date have, good and marketable title to the Shares to be sold by such Selling Shareholder pursuant to this Agreement, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, or restriction on voting or other rights as a shareholder of any nature, other than pursuant to this Agreement and the Custody Agreement; such Selling Shareholder has full right, power and authority to sell, transfer and deliver the Shares, pursuant to this Agreement; upon delivery of such Shares and payment of the purchase price therefor as contemplated in this Agreement the Underwriter will receive good and marketable title to the Shares purchased by it from such Selling Shareholder, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind or of any restriction on transfer or voting or other rights as a shareholder of any nature. (f) Certificates for the Shares to be sold by such Selling Shareholder pursuant to this Agreement in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment, executed in blank, have been placed in custody with the Custodian pursuant to the Custody Agreement for purpose of effecting delivery, in accordance with the Custody Agreement and this Agreement. (g) Each Selling Shareholder hereby agrees that for a period of twenty-four months from the Effective Date (the "Lock-Up-Period"), such Selling Shareholder will not, without prior written consent of the Underwriter, directly or indirectly, offer, sell or grant any option to purchase, transfer or otherwise dispose of or contract to dispose of (or announce any offer, sale, grant of any option to purchase, or other disposition of), for value or otherwise, any shares of Common Stock, options or warrants to purchase Common Stock, or any securities convertible into or exchangeable for Common Stock, owned directly by such person or with respect to which such person has the power of disposition, other than the sale of the Shares under this Agreement. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to, violate Rule 102 of Regulation M under the 1934 Act, or cause or result in stabilization or manipulation of the price of the Common Stock; and such Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. (i) With respect In the event the Selling Shareholder is a corporation, such Selling Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, with all necessary power and authority to Thermoexecute, deliver and perform the sale Custody Agreement and this Agreement and to sell and deliver the Shares to the Underwriter in accordance with this Agreement, and upon execution and delivery thereof by one or more of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth Attorneys-in-Fact, such agreements will be duly executed and delivered and enforceable against such Selling Shareholder in the Registration Statement and the Prospectusaccordance with their respective terms.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) If the Selling Shareholder is an entity, such Selling Shareholder has been duly formed and is validly existing in good standing (to the extent the concept of good standing is applicable in such jurisdiction) in its jurisdiction of formation. (b) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Shares. (c) The Selling Shareholder has, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is selling Shares, the Selling Shareholder will have, good and valid marketable title to the Option Shares to be sold by the Selling Shareholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; and upon claims other than those set forth in the Custody Agreement. (d) Upon payment for the Shares to be sold by such Selling Shareholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and payment therefor pursuant hereto, the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (i) DTC will acquire good and valid marketable title to such shares, the Shares free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims, (ii) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will pass acquire a valid security entitlement in respect of such Shares, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be successfully asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its amended and restated articles of association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several UnderwritersUnderwriters on the records of DTC will have been made pursuant to the UCC. (be) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with all other similar agreements executed on behalf of each similar agreement executed by each other of the Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the American Stock Transfer & Trust Company, LLC, as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied stock powers (with signature guaranteed by a duly executed share transfer deed or deeds bearing participant in the signature of Securities Transfer Agents Medallion Program, the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a New York Stock Exchange Medallion Signature Guarantee Program recognized by or the Stock Transfer Association (in Exchange Medallion Program) and book-entry security entitlements representing at least the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the number of Ordinary Shares to be sold by the Selling Shareholder hereunder. (cf) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Messrs. Xavier Destriau and one or more other persons, Nxxx Xxxxx as attorneys-in-factfact (the “Attorneys-in-Fact”), with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement Agreement, to determine the purchase price to be paid by the Underwriters to the Selling Shareholders as provided in Section 3 hereof, to authorize the delivery of the Shares to be sold by such Selling Shareholder hereunder and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (dg) The Shares held in custody for the Selling Shareholder under the Custody Agreement are subject to the interests of the Underwriters hereunder; the arrangements made by the Selling Shareholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable; the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership, limited liability company or corporation, or by the occurrence of any other event. (h) The Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of into this Agreement, the Custody Agreement and the Power of Attorney constitutes and to sell, assign, transfer and deliver the legalShares to be sold by such Selling Shareholder hereunder. (i) This Agreement has been duly and validly authorized, valid executed and binding obligation delivered by or on behalf of the Selling Shareholder; . (j) The Power of Attorney and the Custody Agreement have been duly and validly authorized, executed and delivered by or on behalf of the Selling Shareholder and constitute valid and legally binding obligations of the Selling Shareholder enforceable against the Selling Shareholder in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing. (k) The sale of the Shares by the Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions subject (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the Selling Shareholder (if the Selling Shareholder is a corporation), (iii) result in any violation of the provisions of the trust agreement (or similar organizational documents) of the Selling Shareholder (if the Selling Shareholder is a trust), or (iv) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; andShareholder except, except for in the registration case of clauses (i) or (iv), as could not, individually or in the Shares under aggregate, reasonably be expected materially impair the Securities Act ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, the Custody Agreement and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association Power of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no Attorney (a “Seller Material Adverse Effect”). (l) No consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder is required for the sale of the Shares by the Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement and or the Power of Attorney by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby thereby, except for (i) the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as have been obtained may be required under the Exchange Act, and made applicable state or foreign securities laws and/or the bylaws and those rules of FINRA in connection with the purchase and sale of the Shares by the Underwriters, or (ii) such consents, approvals, authorizations, orders filings, registrations or qualifications that are if not required obtained, could not individually or in the aggregate, reasonably be expected to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)a Seller Material Adverse Effect. (em) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no the representation and warranty set forth in this Section 2(m) applies only to misstatements or warranty is made as to information contained omissions in or omitted from the Registration Statement or the Prospectus made in reliance upon and in conformity with written such Selling Shareholder’s Selling Shareholder Information. With respect to each Selling Shareholder, “Selling Shareholder Information” means information furnished to the Company through the Representatives in writing by or on behalf of any Underwriter specifically such Selling Shareholder expressly for inclusion therein. use in the Registration Statement, the Prospectus or the Pricing Disclosure Package, it being understood and agreed that the only information furnished by such Selling Shareholder consists of (i) the legal name of such Selling Shareholder, (ii) With the number of Ordinary Shares beneficially owned by such Selling Shareholder before and after the offering, and (iii) the address and other information with respect to RDC Xxxxxx Development Corporation such Selling Shareholder (RDC"), RDC excluding percentages) which appears or is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives incorporated by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth reference in the Registration Statement and Statement, the Prospectus, or the Pricing Disclosure Package in the table (and corresponding footnote) under section entitled “Selling Shareholders”.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, have good and valid title to the Option Shares shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement and power of attorney (the "CUSTODY AGREEMENTCustody Agreement and Power of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements and Powers of Attorney") with the Company, as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the Selling Shareholder hereunder. (c) The , and the Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (dc) The Selling Shareholder has full right, power and authority to enter into, into this Agreement and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, Agreement and the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, under any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Selling Shareholder Shareholder, if applicable, is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, Agreement or the Custody Agreement and the Power of Attorney by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (ed) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely To the knowledge of the information specified in Section 10(f)any such Selling Shareholder, the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (iie) With respect The Selling Shareholder has no reason to RDC Xxxxxx Development Corporation (RDC")believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented)) and has no knowledge of any material fact, and condition or information not disclosed in the Registration Statement and Statement, as of the Prospectus and any further amendments or supplements to the Registration Statement effective date, or the Prospectus do not and will not(or any amendment or supplement thereto), as of the applicable Effective Date (as to filing date, which has adversely affected or may adversely affect the Registration Statement and any amendment thereto) and as business of the applicable filing date (as to the Prospectus Company and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Shares. (b) Such Selling Shareholder has, and or immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) the on which such Selling Shareholder is selling Shares, such Selling Shareholder will have, good and valid title to to, or a valid “security entitlement” within the Option meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the such Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such sharesDelivery Date, free and clear of all liens, encumbrances, equities or claims, will pass to except for any liens, encumbrances, equities or claims arising under the several Custody Agreement or otherwise in favor of the Underwriters. (bc) The Shares to be sold by such Selling Shareholder hereunder, which are represented by the certificates held in custody for such Selling Shareholder, are subject to the interests of the Underwriters and the other Selling Shareholders thereunder, the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and the obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law, death or incapacity of such individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment of the purchase price for the Shares to be sold by each Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee, and the crediting of such Shares on the books of DTC to securities account(s) (within the meaning of Section 8-501(a) of the UCC) of the Underwriters maintained at DTC (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (iii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its Memorandum and Articles of Association and applicable law, (B) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (C) appropriate entries to the account(s) of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (D) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters), (E) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (F) if at any time the DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (e) Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the CompanyComputershare Inc., as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed or deeds bearing participant in the signature of Securities Transfer Agents Medallion Program, the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a New York Stock Exchange Medallion Signature Guarantee Program recognized by or the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Shares Exchange Medallion Program) representing the Shares to be sold by the such Selling Shareholder hereunder. (cf) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Xx. Xxxxxxx X. Bettinger and one or more other personsXx. Xxxxxxxx X. McCall, and each of them, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on behalf of such Selling Shareholders and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the such Selling Shareholder. (dg) The No stamp, issue, registration, documentary, transfer or other similar taxes and duties, including interest and penalties, are payable in the Republic of Singapore on or in connection with the sale of the Ordinary Shares by such Selling Shareholder or the execution and delivery of this Agreement, other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (h) Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each . (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of this Agreement, such Selling Shareholder. (j) The Power of Attorney and the Custody Agreement have been duly and the Power validly authorized, executed and delivered by or on behalf of Attorney constitutes the legal, such Selling Shareholder and constitute valid and legally binding obligation obligations of such Selling Shareholder enforceable against such Selling Shareholder in accordance with their terms, subject to (i) the Selling Shareholder; the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. (k) The execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the such Selling Shareholder or or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and. (l) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Shareholder or the property or assets of such Selling Shareholder is required for the execution, delivery and performance of this Agreement, the Custody Agreement or the Power of Attorney by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution sale of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of its date and on the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) the documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) each Issuer Free Writing Prospectus (including without limitation, any road show that is a free writing prospectus under Rule 433), if any, when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is the representations and warranties in the foregoing clauses (i) through (v) are made only as to information contained in statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter such Selling Shareholder (x) specifically for use in the preparation of the Registration Statement, (y) specifically for inclusion thereinin the Registration Statement, the Pricing Disclosure Package or the Prospectus or (z) specifically for inclusion in such other documents. (fn) (i) With respect Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to Thermo, or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares by Thermo is not prompted the Shares. Any certificate signed by any information concerning officer of any Selling Shareholder and delivered to the Company Representatives or counsel for the Underwriters in connection with the offering of which Thermo is aware which is not set forth in the Registration Statement Shares shall be deemed a representation and the Prospectuswarranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except Each Selling Shareholder (except as otherwise specified belowset forth in subsections (f) and (g)), each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares Upon delivery of shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several UnderwritersUnderwriters assuming they acquire without notice of any adverse claim. (b) The Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the Company, Firstar Trust Company as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the such Selling Shareholder hereunder. (c) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company Xxxxx X. Xxxxxx and one or more other persons, Xxxxx X. Xxxxxx as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.by

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Shares. (b) The Selling Shareholder has, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholder is selling Shares, the Selling Shareholder will have, good and valid marketable title to the Option Shares to be sold by the Selling Shareholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; and upon . (c) Upon payment for the Shares to be sold by the Selling Shareholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and payment therefor pursuant hereto, the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (i) DTC will acquire good and valid marketable title to such shares, the Shares free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims, (ii) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will pass acquire a valid security entitlement in respect of such Shares, and (iv) an action based on an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several UnderwritersUnderwriters on the records of DTC will have been made pursuant to the UCC. (bd) The Selling Shareholder This Agreement has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has been duly and irrevocably validly authorized, executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (de) The Selling Shareholder has full right, power and authority to enter into, and to perform all sale of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of Shares by the Selling Shareholder; , the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby do not and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or and which is material to which any of the property or assets of the Selling Shareholder is subjectShareholder, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the Selling Shareholder Shareholder, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder, except that in the case of clauses (i) and (iii) above, where such conflict or violation would not, individually or in the aggregate, reasonably be likely to have a material adverse effect (1) on the Selling Shareholder, or (2) on the power or ability of the Selling Shareholder to perform its obligations under each of this Agreement or to consummate the transactions contemplated hereby. (f) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder are required for the sale of the Shares by the Selling Shareholder; and, the execution, delivery and performance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby, except (i) for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the offer, purchase and distribution sale of the Shares by the Underwriters, no (iii) such as has previously been obtained or (iii) where the failure to obtain or perform any such consent, approval, authorization or order ofauthorization, or order, filing or registration withwould not, any such court individually or governmental agency or body is required for in the executionaggregated, delivery and performance reasonably be expected to have a material adverse effect on the ability of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of to consummate the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)in this Agreement. (eg) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely To the knowledge of the information specified in Section 10(f)Selling Shareholder, the Registration Statement and the Prospectus and any further amendments Statement, as amended or supplements to the Registration Statement or the Prospectus do not and will supplemented, as applicable, did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that (i) no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f) and (ii) the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, or any amendments or supplements thereto, it being understood and agreed that such information is limited to the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Selling Shareholder that appear in the footnotes under the caption “Principal and Selling Shareholders” in the Registration Statement and any amendment or supplement thereto. (h) To the knowledge of the Selling Shareholder, the Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that (i) no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives Representative by or on behalf of any Underwriter specifically for inclusion therein. , which information is specified in Section 10(f) and (ii) With respect the representations and warranties set forth in this paragraph 2(h) are limited to RDC Xxxxxx Development Corporation (RDC")statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Prospectus, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements thereto, it being understood and agreed that such information is limited to the Registration Statement or the Prospectus do not and will not, as name of the applicable Effective Date (as Selling Shareholder, the number of offered shares and the address and other information with respect to the Registration Statement Selling Shareholder that appear in the footnotes under the caption “Principal and any amendment thereto) and as of the applicable filing date (as to Selling Shareholders” in the Prospectus and any amendment or supplement thereto. (i) To the knowledge of the Selling Shareholder, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that (i) no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representatives Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10(f) and (ii) the representations and warranties set forth in this paragraph 2(i) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Pricing Disclosure Package, or any amendments or supplements thereto, it being understood and agreed that such information is limited to the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Selling Shareholder that appear in the footnotes under the caption “Principal and Selling Shareholders” in the Pricing Disclosure Package and any amendment or supplement thereto. (fj) To the knowledge of the Selling Shareholder, the Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule V hereto, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that (i) With respect no representation or warranty is made as to Thermo, information contained in or omitted from the sale of Option Shares by Thermo is not prompted by Pricing Disclosure Package (or any Issuer Free Writing Prospectus listed in Schedule V hereto) in reliance upon and in conformity with written information concerning furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which Thermo information is aware which is not specified in Section 10(f) and (ii) the representations and warranties set forth in this paragraph 2(j) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Registration Statement Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Pricing Disclosure Package (or any Issuer Free Writing Prospectus listed in Schedule V hereto) and any amendment or supplement thereto, it being understood and agreed that such information is limited to the name of the Selling Shareholder, the number of offered shares and the Prospectusaddress and other information with respect to the Selling Shareholder that appear in the footnotes under the caption “Principal and Selling Shareholders” in the Pricing Disclosure Package (or any Issuer Free Writing Prospectus listed in Schedule V hereto) and any amendment or supplement thereto. (k) The Selling Shareholder has not taken, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the shares of the Shares. (l) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person: (i) to finance any activities or business of or with any person or in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of the Selling Shareholder’s direct or indirect limited partners once such proceeds are no longer under the control of the Selling Shareholder if prior to such distribution the Selling Shareholder has no knowledge that such proceeds will be used for any of the foregoing purposes. (m) The Selling Shareholder is not (i) an employee benefit plan subject to Part 4, Subtitle B of Title I of ERISA, (ii) a plan subject to the prohibited transaction provisions of Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such plan under Section 3(42) of ERISA. Any certificate signed by any officer of any Selling Shareholder and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Such Selling Shareholder nor any person acting on its behalf (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Shares. (b) Each Selling Shareholder has, and immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) on which the Selling Shareholders are selling Shares, each Selling Shareholder will have, good and valid marketable title to the Option Shares to be sold by the each such Selling Shareholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities, community property rights, restrictions on transfer or claims, except for any liens, encumbrances, equities or claims; claims arising under the Power of Attorney. (c) The Shares to be sold by such Selling Shareholder hereunder and upon the obligations of such Selling Shareholder hereunder shall not be terminated by any act of that Selling Shareholder, whether by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon delivery of the Shares to be sold by such Shares Selling Shareholder and payment therefor pursuant hereto, hereto the Underwriters will acquire good and valid marketable title to such shares, the Shares free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims, will pass to the several Underwriters. (be) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Such Selling Shareholder has duly and irrevocably executed and delivered a an irrevocable power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company and one or more other persons, Xx. Xxxx Xxxxx as attorneysattorney-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling ShareholderShareholders. (df) The Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each . (g) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of this Agreement, the Custody Agreement and the such Selling Shareholder. (h) The Power of Attorney has been duly and validly authorized, executed and delivered by or on behalf of such Selling Shareholder and constitutes the legal, a valid and legally binding obligation of such Selling Shareholder enforceable against that Selling Shareholder in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing. (i) The sale of the Shares by such Selling Shareholder; , the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder and the consummation by the that Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the any of such Selling Shareholder is a party or by which the any of such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents articles of the association (or similar organizational documents) of such Selling Shareholder if the selling shareholder is a corporate entity, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no . (j) No consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body having jurisdiction over such Selling Shareholder or the property or assets of such Selling Shareholder is required for the sale of the Shares by that Selling Shareholder, the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder or and the consummation by the that Selling Shareholder of the transactions contemplated hereby and thereby thereby, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as have been obtained may be required under the Exchange Act and made applicable state or foreign securities laws in connection with the purchase and those that are not required to have been obtained or made prior to sale of the Closing (which Shares by the Selling Shareholder hereby undertakes to obtain or make as required)Underwriters. (ek) (i) With respect All information furnished to Thermo Electron Corporation ("THERMO"), solely with respect to information provided the Company or any Underwriter by Thermo or on behalf of such Selling Shareholder in writing specifically expressly for inclusion therein, which information consists solely of use in the information specified in Section 10(f)Registration Statement, the Registration Statement and the Preliminary Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do is and will be, as of the Applicable Time, true, correct, and complete in all material respects, and did not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Applicable Time, contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein such information not misleading; provided it being understood and agreed that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written only such information furnished to the Company through by such Selling Shareholder contained in the Representatives by or on behalf Registration Statement, the Preliminary Prospectus and the Prospectus is the information with respect to such Selling Shareholder (excluding percentages) that appears in the table (and corresponding footnotes) under the heading “Selling Shareholders” (such information collectively the “Selling Shareholder Information”). Such Selling Shareholder confirms as accurate the number of any Underwriter specifically for inclusion thereinShares set forth opposite such Selling Stockholder’s name in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Selling Shareholders” (both prior to and after giving effect to the sale of the Offered Shares). (iil) With respect Assuming the Underwriters have no permanent establishment in the State of Israel and that they are not otherwise subject to RDC Xxxxxx Development Corporation taxation in the State of Israel, other than any withholding taxes which may be necessary pursuant to Israeli law on account of gains of such Selling Shareholder arising under clauses (RDC")1) and (2) below, RDC is familiar no stamp or other issuance of transfer taxes or duties and no capital gains, income or other taxes are payable by the Underwriters, or otherwise imposed on any payments made by the Underwriters, to the State of Israel or to any political subdivision or taxing authority thereof in connection with (1) the execution, delivery or performance of this Agreement by such Selling Shareholder, (2) the sale or delivery of the Shares to be sold by such Selling Shareholder to or for the respective accounts of the Underwriters as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus (as amended or supplemented)Prospectus, and the Registration Statement and the Prospectus and any further amendments or supplements pursuant to the Registration Statement terms of this Agreement, or (3) the Prospectus do not sale and will not, as delivery outside of the applicable Effective Date (as State of Israel by the Underwriters of the Shares to be sold by such Selling Shareholder to the Registration Statement and any amendment thereto) and as of purchasers thereof in the applicable filing date (as manner contemplated pursuant to the Prospectus and any amendment or supplement thereto) contain an untrue statement terms of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion thereinthis Agreement. (fm) (i) With Such Selling Shareholder has the power to submit, and pursuant to Section 22 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York Court in any suit, action or proceeding against it arising out of or related to this Agreement or with respect to Thermoits obligations, liabilities or any other matter arising out of or in connection with the sale of Option the Shares by Thermo to the Underwriters and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and such Selling Shareholder has the power to designate, appoint and empower, and pursuant to Section 22 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered Xxxxxxx & Associates as agent for service of process in any action arising out of or relating to this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus, or the offering in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over such Selling Shareholder as provided in Section 22 hereof. (n) Such Selling Shareholder is not prompted to sell Shares by any information concerning the Company of which Thermo is aware which that is not set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. (o) Such Selling Shareholder has not taken, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares. (p) Assuming the Underwriters have not offered the Shares or otherwise engaged in a solicitation, advertising or any other action constituting an offer under the Israeli Securities Law 5728-1968 (the “Israeli Securities Law”) in Israel, such Selling Shareholder nor anyone acting on its behalf has engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law as amended and the regulations promulgated thereunder in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel. Any certificate signed by any of the Selling Shareholders and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees with the several Underwriters that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and has valid title to the Option Shares shares of Stock, or securities convertible into such Stock, to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and the several Underwriters will acquire valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder either is a Custodian, as defined below, or has placed in custody under a custody agreement an Irrevocable Power of Attorney and Custody Agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the Company, person named therein as custodian (each a “Custodian,” the "CUSTODIAN"“Custodians”), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by representing the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement instruments executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY") “Powers of Attorney”), contained within the Custody Agreement, appointing the Company and one or more other persons, persons named therein as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on such Selling Shareholder’s behalf and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, into this Agreement and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, Agreement and the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor nor, for each Selling Shareholder that is not a natural person, (ii) will such actions result in any violation of the provisions of the governing documents (A) any partnership or limited liability company agreement, certificate of incorporation, by-laws, operating agreement, deed of trust or other similar agreement or organizational document of the Selling Shareholder or (B) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder, except in the case of clauses (i) and (ii)(B) for such conflicts, breaches, violations and defaults as would not reasonably be expected to adversely affect such Selling Shareholder’s ability to perform its obligations hereunder and under the Custody Agreement; and, and except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as have been obtained or as may be required under the Exchange Act, and the regulations promulgated thereunder, and Act or applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, Agreement or the Custody Agreement and the Power of Attorney by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely As of the information specified in Section 10(f)Effective Time, the Registration Statement and the Prospectus did not and any further amendments or supplements to the Registration Statement or the Prospectus do not and amendment thereto will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus and any amendment or supplement thereto will not, as of the applicable filing date and each Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that provided, that, no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter Underwriters specifically for inclusion therein. (f) (i) With respect to ThermoThis Agreement has been duly authorized, executed and delivered by or on behalf of the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the ProspectusSelling Shareholder.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Shares. (b) Such Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Date, such Selling Shareholder will have, good and valid title to to, or a valid “security entitlement” within the Option meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the such Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such sharesDelivery Date, free and clear of all liens, encumbrances, equities or claims, will pass to except for any liens, encumbrances, equities or claims arising under the several Custody Agreement or otherwise in favor of the Underwriters. (bc) The Shares to be sold by such Selling Shareholder hereunder, which are held in escrow through a book entry account, are subject to the interest of the Underwriters and the other Selling Shareholders thereunder, the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and the obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, and the crediting of a financial asset representing such Shares on the books of The Depository Trust Company (“DTC”) to a securities account of the respective Representatives (assuming that neither DTC nor the Underwriters have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, each Representative will acquire a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against any Representative with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (A) such Shares will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its Memorandum and Articles of Association and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, (C) appropriate entry to the account of each Representative on the records of DTC will have been made pursuant to the UCC, (D) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (E) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (F) if at any time DTC or any other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (e) Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the Company, as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) book entry account representing the Shares to be sold by the such Selling Shareholder hereunder. (cf) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx and one or more other personsXxxxx X. Xxxxxx, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on behalf of such Selling Shareholder and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the such Selling Shareholder. (dg) The Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each . (h) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of this Agreement, such Selling Shareholder. (i) The Power of Attorney and the Custody Agreement have been duly and the Power validly authorized, executed and delivered by or on behalf of Attorney constitutes the legal, such Selling Shareholder and constitute valid and legally binding obligation obligations of such Selling Shareholder enforceable against such Selling Shareholder in accordance with their terms, subject to (i) the Selling Shareholder; the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. (j) The execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of such Selling Shareholder, if such Selling Shareholder is a corporation, or result in any violation of the provisions of the deed of trust (or similar organizational documents) of such Selling Shareholder, if such Selling Shareholder is a trust or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and, except in the case of clauses (i) and (iii), to the extent any such conflict, breach, violation or default would not, in the aggregate, reasonably be expected to have a material adverse effect on the performance of this Agreement, the Custody Agreement or the Power of Attorney by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby. (k) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Shareholder or the property or assets of such Selling Shareholder is required for the execution, delivery and performance of this Agreement, the Custody Agreement or the Power of Attorney by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution sale of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of its date and on the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) the documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) each Issuer Free Writing Prospectus (including without limitation, any road show that is a free writing prospectus under Rule 433), if any, when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is the representations and warranties in the foregoing clauses (i) through (v) are made only as to information contained in statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information relating to such Selling Shareholder furnished to the Company through the Representatives by or on behalf of any Underwriter such Selling Shareholder (x) specifically for use in the preparation of the Registration Statement, (y) specifically for inclusion thereinin the Registration Statement, the Pricing Disclosure Package or the Prospectus or (z) specifically for inclusion in such other documents. (fm) (i) With respect Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to Thermo, or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares by Thermo is not prompted the Shares. Any certificate signed by any information concerning officer of any Selling Shareholder and delivered to the Company Representatives or counsel for the Underwriters in connection with the offering of which Thermo is aware which is not set forth in the Registration Statement Shares shall be deemed a representation and the Prospectuswarranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately Immediately prior to the Second First Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, have good and valid title to the Option shares of Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" and, together with each similar agreement executed by each other Selling Shareholder, the "CUSTODY AGREEMENTS") with the Company, as custodian (the "CUSTODIAN"), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with each other similar agreement executed by each other Selling Shareholder, the "POWERS OF ATTORNEY") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subjectbound, nor will such actions result in any violation of the provisions of the governing documents of the Selling Shareholder or any statute or any order, rule or regulation order of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (ec) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to The information provided by Thermo contained in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements (a copy of which has been provided to such Selling Shareholder and such Selling Shareholder has not objected to information relating to such Selling Shareholder contained therein within 24 hours of receipt thereof) thereto, with respect to the Registration Statement Selling Shareholder, will, when they become effective or are filed with the Prospectus do not and will notCommission, as of the applicable Effective Date (as to the Registration Statement and case may be, not contain any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (iid) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do The Selling Shareholder has not taken and will notnot take, as directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the applicable Effective Date (as to the Registration Statement and price of any amendment thereto) and as security of the applicable filing date (as Company to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, facilitate the sale or resale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the ProspectusShares.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Shares. (b) Such Selling Shareholder has, and or immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) the on which such Selling Shareholder is selling Shares, such Selling Shareholder will have, good and valid title to to, or a valid “security entitlement” within the Option meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the such Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such sharesDelivery Date, free and clear of all liens, encumbrances, equities or claims, will pass to except for any liens, encumbrances, equities or claims arising under the several Custody Agreement or otherwise in favor of the Underwriters. (bc) The Shares to be sold by such Selling Shareholder hereunder, which are represented by the certificates held in custody for such Selling Shareholder, are subject to the interests of the Underwriters and the other Selling Shareholders thereunder, the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and the obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law, death or incapacity of such individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment of the purchase price for the Shares to be sold by each Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee, and the crediting of such Shares on the books of DTC to securities account(s) (within the meaning of Section 8-501(a) of the UCC) of the Underwriters maintained at DTC (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (iii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its Memorandum and Articles of Association and applicable law, (B) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (C) appropriate entries to the account(s) of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (D) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters), (E) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (F) if at any time the DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (e) Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the CompanyComputershare Inc., as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed or deeds bearing participant in the signature of Securities Transfer Agents Medallion Program, the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a New York Stock Exchange Medallion Signature Guarantee Program recognized by or the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Shares Exchange Medallion Program) representing the Shares to be sold by the such Selling Shareholder hereunder. (cf) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Messrs. Xxxx Xxxxxxx and one or more other personsXxxxx X. Xxxxxxxx, and each of them, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on behalf of such Selling Shareholders and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the such Selling Shareholder. (dg) The No stamp, issue, registration, documentary, transfer or other similar taxes and duties, including interest and penalties, are payable in the Republic of Singapore on or in connection with the sale of the Ordinary Shares by such Selling Shareholder or the execution and delivery of this Agreement, other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (h) Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each . (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of this Agreement, such Selling Shareholder. (j) The Power of Attorney and the Custody Agreement have been duly and the Power validly authorized, executed and delivered by or on behalf of Attorney constitutes the legal, such Selling Shareholder and constitute valid and legally binding obligation obligations of such Selling Shareholder enforceable against such Selling Shareholder in accordance with their terms, subject to (i) the Selling Shareholder; the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. (k) The execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the such Selling Shareholder or or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and. (l) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Shareholder or the property or assets of such Selling Shareholder is required for the execution, delivery and performance of this Agreement, the Custody Agreement or the Power of Attorney by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution sale of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of its date and on the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) the documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) each Issuer Free Writing Prospectus (including without limitation, any road show that is a free writing prospectus under Rule 433), if any, when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is the representations and warranties in the foregoing clauses (i) through (v) are made only as to information contained in statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter such Selling Shareholder (x) specifically for use in the preparation of the Registration Statement, (y) specifically for inclusion thereinin the Registration Statement, the Pricing Disclosure Package or the Prospectus or (z) specifically for inclusion in such other documents. (fn) (i) With respect Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to Thermo, or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares by Thermo is not prompted the Shares. Any certificate signed by any information concerning officer of any Selling Shareholder and delivered to the Company Representatives or counsel for the Underwriters in connection with the offering of which Thermo is aware which is not set forth in the Registration Statement Shares shall be deemed a representation and the Prospectuswarranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified belowEach Selling Shareholder, each Selling Shareholder severally and not jointly jointly, represents, warrants and agrees that: (a) The Neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Shares. (b) Such Selling Shareholder has, and or immediately prior to the Second any Delivery Date (as defined in Section 5 hereof) the on which such Selling Shareholder is selling Shares, such Selling Shareholder will have, good and valid title to to, or a valid “security entitlement” within the Option meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the such Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such sharesDelivery Date, free and clear of all liens, encumbrances, equities or claims, will pass to except for any liens, encumbrances, equities or claims arising under the several Custody Agreement or otherwise in favor of the Underwriters. (bc) The Shares to be sold by such Selling Shareholder hereunder, which are represented by the certificates held in custody for such Selling Shareholder, are subject to the interests of the Underwriters and the other Selling Shareholders thereunder, the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and the obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law, death or incapacity of such individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment of the purchase price for the Shares to be sold by each Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee, and the crediting of such Shares on the books of DTC to securities account(s) (within the meaning of Section 8-501(a) of the UCC) of the Underwriters maintained at DTC (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (iii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its Memorandum and Articles of Association and applicable law, (B) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (C) appropriate entries to the account(s) of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (D) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters), (E) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (F) if at any time the DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (e) Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the CompanyComputershare Inc., as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed or deeds bearing participant in the signature of Securities Transfer Agents Medallion Program, the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a New York Stock Exchange Medallion Signature Guarantee Program recognized by or the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Shares Exchange Medallion Program) representing the Shares to be sold by the such Selling Shareholder hereunder. (cf) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY"“Powers of Attorney”) appointing the Company Messrs. Xxxx Xxxxxxx and one or more other personsXxxxxxx X. Xxx, and each of them, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on behalf of such Selling Shareholders and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the such Selling Shareholder. (dg) The No stamp, issue, registration, documentary, transfer or other similar taxes and duties, including interest and penalties, are payable in the Republic of Singapore on or in connection with the sale of the Ordinary Shares by such Selling Shareholder or the execution and delivery of this Agreement, other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (h) Such Selling Shareholder has full right, power and authority authority, corporate or otherwise, to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each . (i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of this Agreement, such Selling Shareholder. (j) The Power of Attorney and the Custody Agreement have been duly and the Power validly authorized, executed and delivered by or on behalf of Attorney constitutes the legal, such Selling Shareholder and constitute valid and legally binding obligation obligations of such Selling Shareholder enforceable against such Selling Shareholder in accordance with their terms, subject to (i) the Selling Shareholder; the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. (k) The execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions (ii) result in any violation of the provisions of the governing documents charter or by-laws (or similar organizational documents) of the such Selling Shareholder or or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Shareholder or the property or assets of the such Selling Shareholder; and. (l) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Shareholder or the property or assets of such Selling Shareholder is required for the execution, delivery and performance of this Agreement, the Custody Agreement or the Power of Attorney by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and or foreign securities laws, or the National Association of Securities Dealers laws in connection with the purchase and distribution sale of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of its date and on the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) the documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) each Issuer Free Writing Prospectus (including without limitation, any road show that is a free writing prospectus under Rule 433), if any, when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is the representations and warranties in the foregoing clauses (i) through (v) are made only as to information contained in statements or omitted from the Registration Statement or the Prospectus omissions made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter such Selling Shareholder (x) specifically for use in the preparation of the Registration Statement, (y) specifically for inclusion thereinin the Registration Statement, the Pricing Disclosure Package or the Prospectus or (z) specifically for inclusion in such other documents. (fn) (i) With respect Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to Thermo, or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares by Thermo is not prompted the Shares. Any certificate signed by any information concerning officer of any Selling Shareholder and delivered to the Company Representatives or counsel for the Underwriters in connection with the offering of which Thermo is aware which is not set forth in the Registration Statement Shares shall be deemed a representation and the Prospectuswarranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second each applicable Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, have good and valid title to the Option Shares shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the Company[insert name of custodian], as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of the Selling Shareholder (if applicable), the articles of partnership of the Selling Shareholder (if applicable), the deed of trust of the Selling Shareholder (if applicable) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing effective date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (ias amended or supplemented) With respect to Thermoand has no knowledge of any material fact, condition or information not disclosed in the sale Registration Statement, as of Option Shares by Thermo the effective date, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus. (g) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees with the several Underwriters that: (a) The Selling Shareholder has, and immediately prior to the Second applicable Delivery Date (as defined in Section 5 hereof5) the Selling Shareholder will have, good and valid title to the Option Shares shares of Stock, or securities convertible into such Stock, to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and the several Underwriters will acquire valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement an Irrevocable Power of Attorney and Custody Agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the Company, as custodian (the "CUSTODIAN"“Custodian”), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by representing the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement instruments executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY") “Powers of Attorney”), contained within the Custody Agreement, appointing the Company and one or more other persons, persons named therein as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on such Selling Shareholder’s behalf and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, into this Agreement and to perform all of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, Agreement and the Custody Agreement and the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor nor, for each Selling Shareholder that is not a natural person, (ii) will such actions result in any violation of the provisions of the governing documents (A) any partnership or limited liability company agreement, certificate of incorporation, by-laws, operating agreement, deed of trust or other similar agreement or organizational document of the Selling Shareholder or (B) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder, except in the case of clauses (i) and (ii)(B) for such conflicts, breaches, violations and defaults as would not reasonably be expected to adversely affect such Selling Shareholder’s ability to perform its obligations hereunder and under the Custody Agreement; and, and except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as have been obtained or as may be required under the Exchange Act, and the regulations promulgated thereunder, and Act or applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, Agreement or the Custody Agreement and the Power of Attorney by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely As of the information specified in Section 10(f)Effective Time, the Registration Statement and the Prospectus did not and any further amendments or supplements to the Registration Statement or the Prospectus do not and amendment thereto will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments amendment or supplements to the Registration Statement or the Prospectus do not and supplement thereto will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) each Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided that no representation provided, that, the representations and warranties in this Section 2(e) only apply to statements or warranty is made as to information contained omissions in or omitted from the Registration Statement or and the Prospectus that relate to information regarding such Selling Shareholder under the captions “Principal and Selling Shareholders and Ownership of Management” and “Certain Relationships and Related Transactions” or that were made in reliance upon and in conformity with written information concerning such shareholder furnished to the Company through the Representatives by or on behalf of any Underwriter such Selling Shareholder specifically for inclusion therein. (f) (i) With respect The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to Thermo, or which has constituted or would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Option Shares the Stock in violation of Regulation M under the Securities Act. (g) This Agreement has been duly authorized, executed and delivered by Thermo is not prompted by any information concerning or on behalf of the Company of which Thermo is aware which is not set forth in the Registration Statement and the ProspectusSelling Shareholder.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees agrees, severally and not jointly, that: (a) The Selling Shareholder has, and immediately prior to the Second First Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, and assuming that the Underwriters are purchasing such Shares in good faith, good and valid title to such sharesShares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the CompanyMellon Investors Services L.L.C., as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement and by the Selling Shareholder, the compliance by the Selling Shareholder with all of the applicable provisions of this Agreement, the Power of Attorney by and the Selling Shareholder Custody Agreement, and the consummation by the each Selling Shareholder of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the any Selling Shareholder is a party or by which the any Selling Shareholder is bound or to which any of the property or assets of the any Selling Shareholder is subject, nor will other than such actions result in any violation of conflicts, breaches, violations or defaults which would not have an adverse impact on the provisions of the governing documents ability of the Selling Shareholder to sell and transfer title of the Shares owned by such Selling Shareholder to the Underwriters, or (ii) to the knowledge of such Selling Shareholder, result in the violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the any Selling Shareholder or the property any of its properties or assets of the Selling Shareholderassets; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities laws or by the bylaws and "blue sky" laws and foreign securities laws, or rules of the National Association of Securities Dealers NASD in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement and by such Selling Shareholder, the compliance by such Selling Shareholder with all of the applicable provisions of this Agreement, the Power of Attorney by and the Selling Shareholder or Custody Agreement, and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO")The Selling Shareholders listed on Schedule 3 attached hereto represent, solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), warrant and agree that the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC")provided, RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) The Selling Shareholders listed on Schedule 3 attached hereto have no knowledge that the representations and warranties of the Company contained in Section 1 hereof are untrue or incorrect, are familiar with the Registration Statement and the Prospectus (ias amended or supplemented) With respect to Thermoand have no knowledge of any material fact, condition or information not disclosed in the sale Registration Statement, as of Option Shares by Thermo the effective date, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company. (g) The Selling Shareholder is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus. (h) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, or will have upon the exercise of options, good and immediately prior valid title to the Second shares of Stock to be sold by the Selling Shareholder hereunder on each applicable Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares to be sold by the Selling Shareholder hereunder on such date), free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder has placed in custody, or will place in custody upon the exercise of options on each Delivery Date, under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the CompanyXxxxx Fargo Bank Minnesota, N.A., as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of the Selling Shareholder (if applicable), the articles of partnership of the Selling Shareholder (if applicable), the deed of trust of the Selling Shareholder (if applicable) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, Act and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or the Custody Agreement by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. ; and provided further that, any Selling Shareholder who is not an officer or director of the Company (iia "Non-Affiliated Selling Shareholder") With respect only represents that such Non-Affiliated Selling Shareholder has no reason to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and believe that the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (ias amended or supplemented) With respect to Thermoand has no knowledge of any material fact, condition or information not disclosed in the sale Registration Statement, as of Option Shares by Thermo the effective date, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus. (g) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Shareholders. Except Each Selling Shareholder (except as otherwise specified belowset forth in subsections (f) and (g)), each Selling Shareholder severally and not jointly represents, warrants and agrees that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and valid title to the Option Shares Upon delivery of shares of Stock to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several UnderwritersUnderwriters assuming they acquire without notice of any adverse claim. (b) The Such Selling Shareholder has placed in custody under a custody agreement (the "CUSTODY AGREEMENTCustody Agreement" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTSCustody Agreements") with the Company, Firstar Trust Company as custodian (the "CUSTODIANCustodian"), for delivery under this Agreement, one or more certificates accompanied in negotiable form (with signature guaranteed by a duly executed share transfer deed commercial bank or deeds bearing trust company having an office or correspondent in the signature United States or a member firm of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by the New York or American Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)Exchanges) representing the Shares shares of Stock to be sold by the such Selling Shareholder hereunder. (c) The Such Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEYPower of Attorney" and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEYPowers of Attorney") appointing the Company and one or more other persons, as Jamex X. Xxxxxx xxx Rogex X. Xxxxxx xx attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Such Selling Shareholder has full right, power and authority to enter into, and to perform all of its obligations under, into this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes and the legal, valid and binding obligation of the Selling ShareholderCustody Agreement; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by the or on behalf of such Selling Shareholder and the consummation by the such Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Shareholder is a party or by which the such Selling Shareholder is bound or to which any of the property or assets of the such Selling Shareholder is subject, nor will such actions result in any violation of the provisions of the governing documents charter or by-laws of such Selling Shareholder, the articles of partnership of such Selling Shareholder Shareholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the registration of the Shares under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, and the regulations promulgated thereunder, and applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required). (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely of the information specified in Section 10(f), the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (f) (i) With respect to Thermo, the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the Prospectus.

Representations, Warranties and Agreements of the Selling Shareholders. Except as otherwise specified below, each Each Selling Shareholder severally and not jointly represents, warrants and agrees with the several Underwriters that: (a) The Selling Shareholder has, and immediately prior to the Second Delivery Date (as defined in Section 5 hereof) the Selling Shareholder will have, good and has valid title to the Option Shares shares of Stock, or securities convertible into such Stock, to be sold by the Selling Shareholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares shares and payment therefor pursuant hereto, good and the several Underwriters will acquire valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Shareholder either is a Custodian, as defined below, or has placed in custody under a custody agreement an Irrevocable Power of Attorney and Custody Agreement (the "CUSTODY AGREEMENT" “Custody Agreement” and, together with each all other similar agreement agreements executed by each the other Selling ShareholderShareholders, the "CUSTODY AGREEMENTS"“Custody Agreements”) with the Company, person named therein as custodian (each a “Custodian,” the "CUSTODIAN"“Custodians”), for delivery under this Agreement, one or more certificates accompanied by a duly executed share transfer deed or deeds bearing the signature of the undersigned (guaranteed by an Eligible Guarantor Institution which is a member of a Medallion Signature Guarantee Program recognized by representing the Stock Transfer Association (in the case that the undersigned is a United States person) or with signatures certified by a notary public under the Israeli Notaries Law, 1976 (in the case that the undersigned is an Israeli person)) representing the Shares to be sold by the Selling Shareholder hereunder. (c) The Selling Shareholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" “Power of Attorney” and, together with each all other similar agreement instruments executed by each the other Selling ShareholderShareholders, the "POWERS OF ATTORNEY") “Powers of Attorney”), contained within the applicable Custody Agreement, appointing the Company and one or more other persons, persons named therein as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on such Selling Shareholder’s behalf and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder. (d) The Selling Shareholder has full right, power and authority to enter into, into this Agreement and to perform all of its obligations under, this Agreement, the applicable Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney constitutes the legal, valid and binding obligation of the Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney applicable Custody Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor nor, for each Selling Shareholder that is not a natural person, (ii) will such actions result in any violation of the provisions of the governing documents (A) any partnership or limited liability company agreement, certificate of incorporation, by-laws, operating agreement, deed of trust or other similar agreement or organizational document of the Selling Shareholder or (B) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder, except in the case of clauses (i) and (ii)(B) for such conflicts, breaches, violations and defaults as would not reasonably be expected to adversely affect such Selling Shareholder’s ability to perform its obligations hereunder and under the applicable Custody Agreement; and, and except for the registration of the Shares Stock under the Securities Act and the Rules and Regulations and such consents, approvals, authorizations, registrations or qualifications as have been obtained or as may be required under the Exchange Act, and the regulations promulgated thereunder, and Act or applicable state securities and "blue sky" laws and foreign securities laws, or the National Association of Securities Dealers in connection with the purchase and distribution of the Shares Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, Agreement or the applicable Custody Agreement and the Power of Attorney by the Selling Shareholder or and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby except such as have been obtained and made and those that are not required to have been obtained or made prior to the Closing (which the Selling Shareholder hereby undertakes to obtain or make as required)thereby. (e) (i) With respect to Thermo Electron Corporation ("THERMO"), solely with respect to information provided by Thermo in writing specifically for inclusion therein, which information consists solely As of the information specified in Section 10(f)Effective Time, the Registration Statement and the Prospectus did not and any further amendments or supplements to the Registration Statement or the Prospectus do not and amendment thereto will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus and any amendment or supplement thereto will not, as of the applicable filing date and each Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that provided, that, no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (ii) With respect to RDC Xxxxxx Development Corporation (RDC"), RDC is familiar with the Registration Statement and the Prospectus (as amended or supplemented), and the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter Underwriters specifically for inclusion therein. (f) (i) With respect to ThermoThis Agreement has been duly authorized, executed and delivered by or on behalf of the sale of Option Shares by Thermo is not prompted by any information concerning the Company of which Thermo is aware which is not set forth in the Registration Statement and the ProspectusSelling Shareholder.