Common use of Settlement Date, Delivery and Closing Clause in Contracts

Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase contemplated hereby (the “Closing”) shall occur immediately prior to or concurrently with the consummation of the Merger (the date of such Closing, the “Closing Date”). At least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger to be satisfied, a written notice (the “Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser. At least two (2) Business Days prior to the anticipated Closing Date, each Purchaser shall deliver such Purchaser’s Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) specified in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall be held by a Paying Agent appointed by the Issuer for the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, the Shares shall be issued to each Purchaser and subsequently registered in book entry form in the name of each Purchaser (or its nominee in accordance with its delivery instructions) or to a custodian designated by such Purchaser, as applicable and as set forth on each Purchaser’s signature page hereto, on Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser evidence of such issuance from the Issuer’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers and itself, and the Purchasers, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight (8) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser by wire transfer in immediately available funds to the account specified by each Purchaser, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchase, return or cancellation, each Purchaser acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Agreement is terminated in accordance with Section 5 herein, such Purchaser shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, following the Issuer’s delivery to such Purchaser of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the Merger. For the purposes of this Share Purchase Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase Subscription contemplated hereby (the “Closing”) shall occur immediately prior to or concurrently with the consummation of the Merger (on the date of such Closing, (the “Closing Date”), and immediately prior to or concurrently with, the consummation of the Transactions. At Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger Transactions to be satisfied, a written notice (the “Closing Notice”) Subscriber shall be delivered from (or on behalf of) deliver to the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser. At at least two (2) Business Days prior to the anticipated Closing Date, each Purchaser shall deliver such Purchaser’s the Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by the Issuer in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall Notice, such funds to be held by a Paying Agent appointed by the Issuer for or its designees in escrow until the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (Closing. On or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal prior to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) Date, the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, issue the Shares shall be issued to each Purchaser Subscriber and subsequently cause the Shares to be registered in book entry form in the name of each Purchaser Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by such PurchaserSubscriber, as applicable and as set forth on each Purchaser’s signature page heretoapplicable, on Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser Subscriber evidence of such issuance from the Issuer’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger Transactions does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers and itself, Issuer and the PurchasersSubscriber, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight four (8) 4) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by each PurchaserSubscriber, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchasereturn, return repurchase or cancellation, each Purchaser (i) Subscriber acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Subscription Agreement is terminated in accordance with Section 5 herein, such Purchaser Subscriber shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, Issuer in escrow following the Issuer’s delivery to such Purchaser Subscriber of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the MergerTransactions. For the purposes of this Share Purchase Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase contemplated hereby (the “Closing”) shall occur immediately prior to or concurrently with the consummation of the Merger (the date of such Closing, the “Closing Date”). At least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger to be satisfied, a written notice (the “Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereofSplit) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicableSplit), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser. At least two (2) Business Days prior to the anticipated Closing Date, each Purchaser shall deliver such Purchaser’s Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) specified in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall be held by a Paying Agent appointed by the Issuer for the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) whereupon, subject to any withholding required under any applicable law, each Seller (or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if anySeller. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, the Shares shall be issued to each Purchaser and subsequently registered in book entry form in the name of each Purchaser (or its nominee in accordance with its delivery instructions) or to a custodian designated by such Purchaser, as applicable and as set forth on each Purchaser’s signature page hereto, on Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser evidence of such issuance from the Issuer’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers and itselfSellers, and the Purchasers, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight (8) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser by wire transfer in immediately available funds to the account specified by each Purchaser, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchase, return or cancellation, each Purchaser acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Agreement is terminated in accordance with Section 5 herein, such Purchaser shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the IssuerSellers, following the Issuer’s delivery to such Purchaser of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the Merger. For the purposes of this Share Purchase Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 (a) The closing of the Purchase Subscription contemplated hereby (the “Closing”) shall shall, unless otherwise agreed, occur immediately prior to or concurrently with on the date of the consummation of the Merger Transactions (the date of such Closing, the “Closing Date”), immediately after the consummation of the Transactions. At Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger Transactions to be satisfied, a written notice (the “Closing Notice”) Subscriber shall be delivered from (or on behalf of) deliver to the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser. At at least two (2) Business Days prior to the anticipated Closing Date, each Purchaser shall deliver such Purchaser’s the Purchase Price for the Shares, as set forth in the Closing Notice received by such PurchaserUnits, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by the Issuer in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall Notice, such funds to be held by a Paying Agent appointed by the Issuer for or its designees in escrow until the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (Closing. On or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal prior to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) Date, the Issuer shall receive issue the Prepaid Funds remaining after giving effect Units to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, the Shares shall be issued to each Purchaser Subscriber and subsequently cause the Units to be registered in book entry form in the name of each Purchaser Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by such PurchaserSubscriber, as applicable and as set forth on each Purchaser’s signature page heretoapplicable, on Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the SharesUnits, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser Subscriber evidence of such issuance from the Issuer’s transfer agent. 3.1.1 Notwithstanding . Prior to or at the foregoingClosing, with respect Subscriber shall deliver to Israeli Tax Issuer a duly completed and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date executed Internal Revenue Service Form W-9 or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate)appropriate Form W-8. If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger Transactions does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers and itself, Issuer and the PurchasersSubscriber, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight four (8) 4) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by each PurchaserSubscriber, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchase, return or cancellation, each Purchaser (i) Subscriber acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 4 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Subscription Agreement is terminated in accordance with Section 5 6 herein, such Purchaser Subscriber shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, Issuer in escrow following the Issuer’s delivery to such Purchaser Subscriber of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the MergerTransactions. For the purposes of this Share Purchase Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, York or Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 The Subject to the satisfaction or waiver of the conditions set out in Section 3.2 and Section 3.3, the closing of the Purchase Subscription contemplated hereby (the “PIPE Closing”) shall occur immediately at one (1) Business Day prior to or concurrently with the consummation of the SPAC Merger Effective Time (the date of such PIPE Closing, the “PIPE Closing Date”). At Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger Transactions (including the conditions set forth in Section 3.2 and 3.3 hereof) to be satisfied, a written notice satisfied or waived (the “Expected BCA Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase PriceDate”), and (iii) wire instructions with respect Subscriber shall deliver to the Purchase Price to be paid by such Purchaser. At Issuer at least two one (21) Business Days Day prior to the anticipated Expected BCA Closing Date, each Purchaser shall deliver such Purchaser’s (x) the Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(saccount specified by the Issuer in the Closing Notice, such funds to be held by the Issuer or its designees in escrow until the PIPE Closing and (y) specified such information as is reasonably requested in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall be held by a Paying Agent appointed by in order for the Issuer for to issue the benefit ofShares to Subscriber, and on behalf ofincluding the legal name of the person in whose name the Shares are to be issued. On the PIPE Closing Date, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the ClosingIssuer, upon satisfaction of the foregoing conditions with respect written notice to payment set forth in this Section 2.3Subscriber, shall issue the Shares shall be issued to each Purchaser Subscriber and subsequently cause the Shares to be registered in book entry form by updating the register of members of the Issuer, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein or in any other agreement between the Issuer and Subscriber), in the name of each Purchaser Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by such PurchaserSubscriber, as applicable and as set forth on each Purchaser’s signature page heretoapplicable, on the Issuer’s share register of members (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser Subscriber evidence of such issuance from the Issuer’s transfer agent. 3.1.1 Notwithstanding , and the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), funds constituting the Purchase Price payable to each Seller shall be paid to, deemed released from escrow. Following the PIPE Closing and retained byuntil the SPAC Merger Effective Time, the Paying Agent, in each case, for Issuer shall cause the benefit of each such Seller for a period of one-hundred eighty (180) days from funds constituting the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to held in a segregated account of the Issuer or its designees and will not use such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides funds for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 purpose. In the event that the consummation of the Merger Transactions does not occur (x) within five (5) Business Days after the anticipated Expected BCA Closing Date specified in or (y) within two (2) Business Days of the PIPE Closing NoticeDate, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers Issuer and itself, and the PurchasersSubscriber, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight one (8) 1) Business Days after the anticipated Closing Date specified in the Closing NoticeDay thereafter) return cause the Purchase Price so delivered by each Purchaser Subscriber (which shall not include, for the avoidance of doubt, the accrual of any interest) to be returned to Subscriber by wire transfer in immediately available funds to the account specified by each PurchaserSubscriber, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchasereturn, return repurchase or cancellation, each Purchaser (i) Subscriber acknowledges and agrees that (i) a failure to close the Transactions on the anticipated Expected BCA Closing Date specified in the Closing Notice shall not, by itself, not be deemed to be a failure of any of the conditions to the PIPE Closing set forth in this Section 3 to be satisfied or waived on or prior to the PIPE Closing Date and (ii) unless and until this Share Purchase Subscription Agreement is terminated in accordance with Section 5 herein, such Purchaser Subscriber shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, Issuer in escrow following the Issuer’s delivery to such Purchaser Subscriber of a new Closing Notice and (B) subject to the conditions to closing provided in Section 3, to consummate the PIPE Closing on the PIPE Closing Date and immediately following the consummation of the Merger(as set forth in such new Closing Notice). For the purposes of this Share Purchase Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase Subscription contemplated hereby (the “Closing”) shall shall, unless otherwise agreed, occur immediately prior to or concurrently with the consummation of the Merger (on the date of such Closing, (the “Closing Date”), immediately after the consummation of the Transactions. At Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger Transactions to be satisfied, a written notice (the “Closing Notice”) Subscriber shall be delivered from (or on behalf of) deliver to the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser. At at least two (2) Business Days prior to the anticipated Closing Date, each Purchaser shall deliver such Purchaser’s the Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by the Issuer in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall Notice, such funds to be held by a Paying Agent appointed by the Issuer for or its designees in escrow until the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (Closing. On or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal prior to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) Date, the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, issue the Shares shall be issued to each Purchaser Subscriber and subsequently cause the Shares to be registered in book entry form in the name of each Purchaser Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by such PurchaserSubscriber, as applicable and as set forth on each Purchaser’s signature page heretoapplicable, on Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser Subscriber evidence of such issuance from the Issuer’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger Transactions does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers and itself, Issuer and the PurchasersSubscriber, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight four (8) 4) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by each PurchaserSubscriber, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchasereturn, return repurchase or cancellation, each Purchaser (i) Subscriber acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Subscription Agreement is terminated in accordance with Section 5 herein, such Purchaser Subscriber shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, Issuer in escrow following the Issuer’s delivery to such Purchaser Subscriber of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the MergerTransactions. For the purposes of this Share Purchase Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, York or Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase Subscription contemplated hereby (the “Closing”) shall occur immediately prior to or concurrently with the consummation of the Merger (on the date of such Closing, (the “Closing Date”). At least five (5) Business Days , and immediately prior to or concurrently with, the date that the Issuer reasonably expects all conditions to the closing consummation of the Merger to be satisfied, a Transactions. Upon written notice (the “Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser Subscriber (the “Purchase PriceClosing Notice”), and ) at least fifteen (iii15) wire instructions with respect Business Days prior to the Purchase Price anticipated Closing Date, Subscriber shall deliver to be paid by such Purchaser. At the Issuer at least two (2) Business Days prior to the anticipated Closing Date, each Purchaser shall deliver such Purchaser’s the Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by the Issuer in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall Notice, such funds to be held by a Paying Agent appointed by the Issuer for or its designees in escrow until the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (Closing. On or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal prior to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer Date, PubCo shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, issue the Shares shall to Subscriber and cause the Shares to be issued to each Purchaser and subsequently registered in book entry form in the name of each Purchaser Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by such PurchaserSubscriber, as applicable and as set forth on each Purchaser’s signature page heretoapplicable, on IssuerPubCo’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser Subscriber evidence of such issuance from the IssuerPubCo’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger Transactions does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers Issuer and itself, and the PurchasersSubscriber, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight seven (8) 7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by each PurchaserSubscriber, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchasereturn, return repurchase or cancellation, each Purchaser (i) Subscriber acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Subscription Agreement is terminated in accordance with Section 5 herein, such Purchaser Subscriber shall remain obligated (A) to redeliver funds to the Paying Agent, Issuer on behalf of the Sellers and the Issuer, new Closing Date following the Issuer’s delivery to such Purchaser Subscriber of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the MergerTransactions. For the purposes of this Share Purchase Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-AvivHong Kong, Israelthe People’s Republic of China (which for the purposes of this Subscription Agreement only, excludes Hong Kong, Macau SAR and Taiwan), the Cayman Islands or the Cayman British Virgin Islands.

Settlement Date, Delivery and Closing. 3.1 The Subject to the satisfaction or waiver of the conditions set in Section 3.2 and Section 3.3, the closing of the Purchase Subscription contemplated hereby (the “Closing”) shall occur immediately prior to or substantially concurrently with the consummation of the Merger Transactions (the date of such Closing, the “Closing Date”). At Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger Transactions (including the conditions set forth in Section 3.2 hereof) to be satisfied, a written notice satisfied or waived (the “Expected Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase PriceDate”), and (iii) wire instructions with respect Subscriber shall deliver to the Purchase Price to be paid by such Purchaser. At Issuer at least two (2) Business Days prior to the anticipated Expected Closing Date, each Purchaser shall deliver such Purchaser’s (x) the Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(saccount specified by the Issuer in the Closing Notice, such funds to be held by the Issuer or its designees in escrow until the Closing and (y) specified such information as is reasonably requested in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall be held by a Paying Agent appointed by in order for the Issuer for to issue the benefit ofShares to Subscriber, and on behalf of, including the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (or any nominee legal name of the Seller) shall receive from person in whose name the Prepaid Funds an amount equal Shares are to be issued. On or prior to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) Date, the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, issue the Shares shall be issued to each Purchaser Subscriber and subsequently cause the Shares to be registered in book entry form by updating the register of members of the Issuer, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein or in any other agreement between the Issuer and the Subscriber), in the name of each Purchaser Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by such PurchaserSubscriber, as applicable and as set forth on each Purchaser’s signature page heretoapplicable, on Issuer’s share register of members (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser Subscriber evidence of such issuance from the Issuer’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger Transactions does not occur within five (5) Business Days after the anticipated Expected Closing Date specified in the Closing NoticeDate, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers and itself, Issuer and the PurchasersSubscriber, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight four (8) 4) Business Days after the anticipated Expected Closing Date specified in the Closing NoticeDate) return the Purchase Price so delivered by each Purchaser Subscriber (which shall not include, for the avoidance of doubt, the accrual of any interest) to the Issuer by wire transfer in immediately available funds to the account specified by each PurchaserSubscriber, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchasereturn, return repurchase or cancellation, each Purchaser (i) Subscriber acknowledges and agrees that (i) a failure to close on the anticipated Expected Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Subscription Agreement is terminated in accordance with Section 5 herein, such Purchaser Subscriber shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, Issuer in escrow following the Issuer’s delivery to such Purchaser Subscriber of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the Merger(as set forth in such new Closing Notice). For the purposes of this Share Purchase Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 The 1The closing of the Purchase contemplated hereby (the “Closing”) shall occur immediately prior (but, in any event, following a declaration of dividend which record date fixed at immediately prior to the Closing of the Merger Agreement) to or concurrently with the consummation of the Merger (the date of such Closing, the “Closing Date”). At least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger to be satisfied, a written notice (the “Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller on a pro rata basis to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereofCapital Restructuring) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser on a pro rata basis (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicableCapital Restructuring), (ii) the aggregate purchase price payable on a pro rata basis in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser, which notice shall include a share transfer deed in customary form (the “Transfer Deed”) and an affiliate of loss of share certificate in customary form (“Affidavit of Loss”). The Transfer Deed will be in one form for all Sellers and Purchasers and will relate to all Secondary Shares, while indicating the allocation thereof among each Seller and Purchaser. At least two (2) Business Days prior to the anticipated Closing Date, : (a) each Purchaser shall deliver such Purchaser’s Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) specified in the Closing Notice (the “Prepaid Funds”), together with a duly executed Transfer Deed, and (b) each Seller shall deliver to the Issuer a duly executed by the Seller (and, where relevant, the trustee holding on behalf of the Seller) Transfer Deed together with the original share certificate(s) issued in respect of its respective Secondary Shares or an Affidavit of Loss. The Issuer is hereby irrevocably and unconditionally authorized to date the Transfer Deed as of the date of the Closing, and, if a Purchaser or a Seller fails to provide a duly executed Transfer Deed, to execute such deed on such Purchaser’s or Seller’s behalf (as applicable). The Prepaid Funds shall be held by a Paying Agent appointed by the Issuer for the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) whereupon, subject to any withholding required under any applicable lawlaw and conditional upon receipt of a duly executed Transfer Deed or an Affidavit of Loss, each Seller (or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if anySeller. Immediately following the Upon Closing, upon and subject to satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.33, the Shares shall be issued deemed delivered to each Purchaser and subsequently registered in book entry form in the name of each Purchaser (or its nominee in accordance with its delivery instructions) or to a custodian designated by such Purchaser, as applicable and as set forth on each Purchaser’s signature page hereto, on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser evidence of such issuance transfer from the Issuer’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers and itself, and the Purchasers, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight (8) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser by wire transfer in immediately available funds to the account specified by each Purchaser, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchase, return or cancellation, each Purchaser acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Agreement is terminated in accordance with Section 5 herein, such Purchaser shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, following the Issuer’s delivery to such Purchaser of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the Merger. For the purposes of this Share Purchase Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-Aviv, Israel, or the Cayman Islands.

Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase contemplated hereby (the “Closing”) shall occur immediately prior (but, in any event, following a declaration of dividend which record date fixed at immediately prior to the Closing of the Merger Agreement) to or concurrently with the consummation of the Merger (the date of such Closing, the “Closing Date”). At least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger to be satisfied, a written notice (the “Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller on a pro rata basis to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereofCapital Restructuring) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser on a pro rata basis (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicableCapital Restructuring), (ii) the aggregate purchase price payable on a pro rata basis in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser, which notice shall include a share transfer deed in customary form (the “Transfer Deed”) and an affiliate of loss of share certificate in customary form (“Affidavit of Loss”). The Transfer Deed will be in one form for all Sellers and Purchasers and will relate to all Secondary Shares, while indicating the allocation thereof among each Seller and Purchaser. At least two (2) Business Days prior to the anticipated Closing Date, : (a) each Purchaser shall deliver such Purchaser’s Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) specified in the Closing Notice (the “Prepaid Funds”), together with a duly executed Transfer Deed, and (b) each Seller shall deliver to the Issuer a duly executed by the Seller (and, where relevant, the trustee holding on behalf of the Seller) Transfer Deed together with the original share certificate(s) issued in respect of its respective Secondary Shares or an Affidavit of Loss. The Issuer is hereby irrevocably and unconditionally authorized to date the Transfer Deed as of the date of the Closing, and, if a Purchaser or a Seller fails to provide a duly executed Transfer Deed, to execute such deed on such Purchaser’s or Seller’s behalf (as applicable). The Prepaid Funds shall be held by a Paying Agent appointed by the Issuer for the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) whereupon, subject to any withholding required under any applicable lawlaw and conditional upon receipt of a duly executed Transfer Deed or an Affidavit of Loss, each Seller (or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if anySeller. Immediately following the Upon Closing, upon and subject to satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.33, the Shares shall be issued deemed delivered to each Purchaser and subsequently registered in book entry form in the name of each Purchaser (or its nominee in accordance with its delivery instructions) or to a custodian designated by such Purchaser, as applicable and as set forth on each Purchaser’s signature page hereto, on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser evidence of such issuance transfer from the Issuer’s transfer agent. 3.1.1 3.2 Notwithstanding anything to the contrary in this Section 3 or elsewhere in this Agreement, any payments of consideration to Sellers whose shares were granted under section 102(b)(2) of the Israeli Income Tax Ordinance [New Version] 1961 (“Section 102” and “Section 102 Shares”), shall not be paid directly to such Sellers but shall be paid (by the Paying Agent) to the trustee appointed by the Issuer to serve as trustee of its equity plan under Section 102 (the “Section 102 Trustee”) and distributed by such Section 102 Trustee, subject to any applicable tax withholding and additional deductions as required including where applicable the deduction of the exercise price. 3.2.1 Notwithstanding the foregoing, with respect to Israeli Tax tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Secondary Purchase Price payable to each Seller (other than with respect to Section 102 Shares) shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Israel Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient Seller and no amounts for Israeli Taxes taxes shall be withheld from the payments deliverable pursuant to this Agreement‎Agreement, except as provided herein and during which time each Seller may obtain a Valid Tax CertificateCertificate (as defined below)). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in on or before a timely manner date which is three (3) business Days before the Withholding Drop Date or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the Paying Agent shall withhold tax at the amount of required under applicable Israeli Tax to be withheld from such payment shall be according to law as determined by the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 Paying Agent and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Israel Tax Authority by the Paying Agent, and the balance ‎of of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.13.2.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 . In the event that the consummation of the Merger does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Noticethis Section 3.2.1, unless otherwise agreed to in writing a “Valid Tax Certificate” means a valid certificate, ruling or any other written instructions regarding Tax withholding, issued by the IssuerIsrael Tax Authority in form and substance reasonably satisfactory to the Paying Agent that is applicable to the payments to be made to any Seller pursuant to this Agreement, on behalf stating that no withholding, or reduced withholding, of the Sellers and itselfIsraeli taxes is required with respect to such payment or providing any other instructions regarding such payment or withholding. Each Seller undertakes that all information provided, and or to be provided, to the Purchasers, the Issuer shall cause Paying Agent or to the Israel Tax Authority, by or on behalf of a Seller for purposes of enabling Purchaser, the Paying Agent or the Israel Tax Authority to promptly (but determine the amount of Tax to be deducted and withheld, if any, from the consideration payable to such Seller pursuant to this Agreement and for the Israel Tax Authority to issue a Valid Tax Certificate is and will be fully accurate and complete when provided. To the extent such taxes are so duly deducted and withheld, if any, and remitted to the Israel Tax Authority, such amounts shall be deemed, for all purposes, as having been paid to such Seller in no event later than eight (8) Business Days after the anticipated Closing Date specified in the Closing Notice) return the connection with such Secondary Purchase Price and the Paying Agent shall promptly provide the applicable Seller with a document evidencing the amount so delivered by each Purchaser by wire transfer in immediately available funds withheld and remitted to the account specified by each Purchaser, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchase, return or cancellation, each Purchaser acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior Israel Tax Authority with respect to the Closing Date and (ii) unless and until this Share Purchase Agreement is terminated in accordance with Section 5 herein, such Purchaser shall remain obligated (A) to redeliver funds to the Paying Agent, on behalf of the Sellers and the Issuer, following the Issuer’s delivery payment made to such Purchaser of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the Merger. For the purposes of this Share Purchase Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-Aviv, Israel, or the Cayman IslandsSeller.

Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase Subscription contemplated hereby (the “Closing”) shall occur immediately prior to or concurrently with the consummation of the Merger (on the date of such Closing, (the “Closing Date”). At least five (5) Business Days , and immediately prior to or concurrently with, the date that the Issuer reasonably expects all conditions to the closing consummation of the Merger to be satisfied, a Transactions. Upon written notice (the “Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser Subscriber (the “Purchase PriceClosing Notice”), and ) at least fifteen (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser. At least two (215) Business Days prior to the anticipated Closing Date, each Purchaser Subscriber shall deliver such Purchaser’s to the Issuer on the Anticipated Closing Date, the Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by the Issuer in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall Notice, such funds to be held by a Paying Agent appointed by the Issuer for or its designees in escrow until the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (Closing. On or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal prior to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer Date, PubCo shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, issue the Shares shall to Subscriber and cause the Shares to be issued to each Purchaser and subsequently registered in book entry form in the name of each Purchaser Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by such PurchaserSubscriber, as applicable and as set forth on each Purchaser’s signature page heretoapplicable, on IssuerPubCo’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to each such Purchaser Subscriber evidence of such issuance from the IssuerPubCo’s transfer agent. 3.1.1 Notwithstanding the foregoing, with respect to Israeli Tax and in accordance with the Paying Agent undertaking provided by the Paying Agent to the Purchasers as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), the Purchase Price payable to each Seller shall be paid to, and retained by, the Paying Agent, in each case, for the benefit of each such Seller for a period of one-hundred eighty (180) days from the Closing Date or an earlier date if requested in writing by such Seller (the “Withholding Drop Date”) (during which time, unless requested otherwise by the Israeli Tax Authority in writing, no payments shall be made by the Paying Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided herein and during which time each Seller may obtain a Valid Tax Certificate). If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller. If such Seller (i) does not provide the Paying Agent with a Valid Tax Certificate in a timely manner or (ii) submits a written request to the Paying Agent to release such Seller’s Secondary Purchase Price prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than three (3) Business Days before such time, then the amount of Israeli Tax to be withheld from such payment shall be according to the Income Tax Regulations )Withholding from Payment for Services or Assets) - 1977 and calculated in New Israeli Shekels, which amount shall be timely delivered or caused to be delivered to the Israeli Tax Authority by the Paying Agent, and the balance ‎of the payment that is not withheld shall be paid to such Seller; provided, any currency conversion commissions will be borne by such Seller and deducted from the Secondary Purchase Price to be remitted to such Seller. For clarity, unless otherwise specified in this Agreement or as required by applicable law, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars. Each party hereto agrees that to the extent this Agreement provides for any valuation, measurement or test as of a given date based on an amount specified in United States dollars and the subjects of such valuation, measurement or test are comprised of items or matters that are, in whole or in part, denominated in New Israeli Shekels (as in this Section 3.1.1), such New Israeli Shekel amounts shall be converted into United States dollars using the New Israeli Shekel to United States dollar exchange rate published by the Bank of Israel on the payment date of such payment. 3.2 In the event that the consummation of the Merger Transactions does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer, on behalf of the Sellers Issuer and itself, and the PurchasersSubscriber, the Issuer shall cause the Paying Agent to promptly (but in no event later than eight seven (8) 7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by each Purchaser Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by each PurchaserSubscriber, and any book entries shall be deemed repurchased and cancelled. Notwithstanding such repurchasereturn, return repurchase or cancellation, each Purchaser (i) Subscriber acknowledges and agrees that (i) a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Share Purchase Subscription Agreement is terminated in accordance with Section 5 herein, such Purchaser Subscriber shall remain obligated (A) to redeliver funds to the Paying Agent, Issuer on behalf of the Sellers and the Issuer, new Closing Date following the Issuer’s delivery to such Purchaser Subscriber of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the MergerTransactions. For the purposes of this Share Purchase Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, Tel-AvivHong Kong, Israelthe People’s Republic of China (which for the purposes of this Subscription Agreement only, excludes Hong Kong, Macau SAR and Taiwan), the Cayman Islands or the Cayman British Virgin Islands.