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 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 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:

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 and 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 theses 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 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: