Common use of Sale and Conversion of Shares Held by Founders Clause in Contracts

Sale and Conversion of Shares Held by Founders. Xx. Xxxx Xxxxxxx and Xx. Xxxxx Alumot (jointly the “Founders”) have conveyed their interest in selling all their shares in the Company in connection with the Financing. In connection with such sale by the Founders, all 1,569,004 Ordinary-Preferred Shares nominal value NIS 0.01 each (“Ordinary-Preferred Shares”) held by the Founders will be converted into the same number (i.e, on an one for one basis) of Ordinary Shares, and upon such conversion arid pursuant to Article 10 of the Company’s current Articles of Association (the “Current Articles”), the Company shall issue to the Founders an additional 867,336 fully paid and non-assessable Ordinary Shares (an amount from the share premium account equal to the nominal value of such additional Ordinary Shares being attributed as payment on account of the nominal value of such additional Ordinary Shares). Accordingly, the total number of Ordinary Shares resulting from the conversion of all Ordinary-Preferred Shares will be 2,436,340 Ordinary Shares. All of these Ordinary Shares will be sold by the Founders to Amadeus III and Amadeus III Affiliates Fund LP (collectively, “Amadeus”), the lead investor in the Financing. Immediately upon the consummation of the transfer of the Ordinary Shares as aforesaid, the Company has agreed to convert such Ordinary Shares into the same number of Series BB-4 Preferred Shares with equal rights to the Series BB-4 Preferred Shares being issued to the investors in the Financing, in consideration for the payment to the Company of US$0.5799 per share (the “Conversion Consideration”). As an inducement to the Company’s agreement to such conversion, the Founders agreed to extend their non competition undertakings and reaffirm their undertaking to cooperate with the Company. It was therefore RESOLVED, unanimously, to approve, to the extent required, all subject and effective immediately prior to or at the Closing, as applicable: (i) To convert the 1,569,004 Ordinary-Preferred Shares held by the Founders into 1,569,004 (i.e, on an one for one basis) fully paid and non-assessable Ordinary Shares and upon such conversion, and pursuant to Article 10 of the Current Articles, to issue to the Founders an additional 867,336 fully paid and non-assessable Ordinary Shares (433,668 Ordinary Shares each) (an amount from the share premium account equal to the nominal value of such additional Ordinary Shares to be attributed as payment on account of the nominal value of such additional Ordinary Shares), so that the total number of Ordinary Shares resulting from the conversion of all the Ordinary-Preferred Shares will be 2,436,340 Ordinary Shares. The Ordinary Shares resulting from such conversion including the additional Ordinary Shares so issued shall collectively be referred to as the “‘Transfer Shares”; (ii) To approve the transfer at the Closing of the Transfer Shares to Amadeus notwithstanding any restrictions on transferability of shares by the Founders as set forth in the Current Articles or otherwise; (iii) Upon the transfer of the Transfer Shares from the Founders to Amadeus as aforesaid and receipt of payment from Amadeus of the Conversion Consideration, the Transfer Shares shall be automatically converted into the same number of Series BB-4 Preferred Shares and shall be registered as such in the Company’s Shareholders’ Register and such Series BB-4 Preferred Shares shall have equal rights and rank pari passu in all respects with the Series BB-4 Preferred Shares being issued to the investors in the Financing. Such Series BB-4 Preferred Shares and the Ordinary Shares into which they may be converted, when issued and paid for (or deemed paid for) in accordance with the aforesaid and the Company’s Articles of Association, as shall be in effect from time to time, will be duly authorized, validly issued, fully paid and non-assessable. The undersigned acknowledge that they are aware of the interests of Xxx Xxxxxxx, a director of the Company, in this resolution due to his interests in the transactions contemplated thereby.

Sale and Conversion of Shares Held by Founders. Xx. Xxxx Xxxxxxx and Xx. Xxxxx Alumot (jointly the “Founders”) have conveyed their interest in selling all their shares in the Company in connection with the Financing. In connection with such sale by the Founders, all 1,569,004 Ordinary-Preferred Shares nominal value NIS 0.01 each (“Ordinary-Preferred Shares”) held by the Founders will be converted into the same number (i.e, on an one for one basis) of Ordinary Shares, and upon such conversion arid and pursuant to Article 10 of the Company’s current Articles of Association (the “Current Articles”), the Company shall issue to the Founders an additional 867,336 fully paid and non-assessable Ordinary Shares (an amount from the share premium account equal to the nominal value of such additional Ordinary Shares being attributed as payment on account of the nominal value of such additional Ordinary Shares). Accordingly, the total number of Ordinary Shares resulting from the conversion of all Ordinary-Preferred Shares will be 2,436,340 Ordinary Shares. All of these theses Ordinary Shares will be sold by the Founders to Amadeus III and Amadeus III Affiliates Fund LP (collectively, “Amadeus”), the lead investor in the Financing. , Immediately upon the consummation of the transfer of the Ordinary Shares to Amadeus as aforesaid, the Company has agreed to convert such Ordinary Shares into the same number of Series BB-4 Preferred Shares with equal rights to the Series BB-4 Preferred Shares being issued to the investors in the Financing, in consideration for the payment to the Company of US$0.5799 per share (the “Conversion Consideration”). As an inducement to the Company’s agreement to such conversion, the Founders agreed to extend their non competition undertakings and reaffirm their undertaking to cooperate with the Company. It was therefore RESOLVED, unanimously, to approve, and to recommend to the Company’s shareholders to authorize and approve, to the extent required, all subject and effective immediately prior to or at the Closing, as applicable: (i) To convert the 1,569,004 Ordinary-Preferred Shares held by the Founders into 1,569,004 (i.e, on an one for one basis) fully paid and non-assessable Ordinary Shares and upon such conversion, and pursuant to Article 10 of the Current Articles, to issue to the Founders an additional 867,336 fully paid and non-assessable Ordinary Shares (433,668 Ordinary Shares each) (an amount from the share premium account equal to the nominal value of such additional Ordinary Shares to be attributed as payment on account of the nominal value of such additional Ordinary Shares), so that the total number of Ordinary Shares resulting from the conversion of all the Ordinary-Preferred Shares will be 2,436,340 Ordinary Shares. The Ordinary Shares resulting from such conversion including the additional Ordinary Shares so issued shall collectively be referred to as the “‘Transfer Shares”; (ii) To approve the transfer at the Closing of the Transfer Shares to Amadeus notwithstanding any restrictions on transferability of shares by the Founders as set forth in the Current Articles or otherwise; (iii) Upon the transfer of the Transfer Shares from the Founders to Amadeus as aforesaid and receipt of payment from Amadeus of the Conversion Consideration, the Transfer Shares shall be automatically converted into the same number of Series BB-4 Preferred Shares and shall be registered as such in the Company’s Shareholders’ * Register and such Series BB-4 BB-4. Preferred Shares shall have equal rights and rank pari passu in all respects with the Series BB-4 Preferred Shares being issued to the investors in the Financing. , Such Series BB-4 Preferred Shares and the Ordinary Shares into which they may be converted, when issued and paid for (or deemed paid for) in accordance with the aforesaid and the Company’s Articles of Association, as shall be in effect from time to time, will be duly authorized, validly issued, fully paid and non-assessable. The undersigned acknowledge that they are aware of the interests of Xxx Xxxxxxx, a director of the Company, Xxxxxxx in this resolution due to his interests in the transactions contemplated therebythereby and therefore, that his signature hereunder is for the purpose of adopting a resolution in writing.