Common use of The Transaction Clause in Contracts

The Transaction. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2), each Holder whose name is set forth on Exhibit B hereto hereby irrevocably contributes, transfers by assignment pursuant to Section 398, 413 of the German Civil Code (BGB), and delivers to Parent (i) all of the Existing Shares held by such Holder as legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer) as set forth in Pieris/Marika Acquisition Agreement the column entitled “Pieris AG Shares (all classes)” opposite such Holder’s name on Exhibit B hereto, that are of the class of security set forth in the columns entitled “Pieris AG Class of Shares”; and (ii) any and all rights associated with such Existing Shares held by such Holder, in exchange for that number of shares of Parent Common Stock as set forth on Exhibit B in the column entitled “Parent Common Stock”. (b) If, during the period from the Execution Date through the Effective Time, the outstanding shares of Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by Parent during such period, or a record date with respect to any such event shall occur during such period, then appropriate adjustments shall be made to number of shares of Parent Common Stock set forth on Exhibit B; provided, however, that no fractional shares of Parent Common Stock shall be issued in connection with the Transaction. (c) Without undue delay after the Effective Time (but in any event within two (2) business days following the Effective Time), Parent shall cause the shares of Parent Common Stock issuable pursuant to Section 1.1(a) to be issued to the Holders. (d) Prior to the Effective Time the Split-Off Purchaser shall surrender to the Parent 11,363,635 shares of Parent Common Stock (the “Share Contribution”) and the Parent shall transfer and assign to the Split-Off Purchaser all of the issued and outstanding shares of capital stock of Split-Off Subsidiary in connection with the Split-Off.

The Transaction. (a) Upon On the Interim Closing Date, the Buyer entered into a transaction (the "Interim Transaction"), pursuant to the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2), each Holder whose name is set forth on Exhibit B hereto hereby irrevocably contributes, transfers by assignment pursuant to Section 398, 413 of the German Civil Code (BGB), and delivers to Parent (i) all of the Existing Shares held by such Holder as legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer) as set forth in Pieris/Marika Acquisition Agreement the column entitled “Pieris AG Shares (all classes)” opposite such Holder’s name on Exhibit B hereto, that are of the class of security set forth in the columns entitled “Pieris AG Class of Shares”; and (ii) any and all rights associated with such Existing Shares held by such HolderInterim Master Repurchase Agreement, in exchange for that number which the Seller transferred to the Buyer the Purchased Assets, against the Buyer's payment to the Seller of shares an Initial Securities Purchase Price of Parent Common Stock $23,000,000, with a simultaneous agreement, as set forth therein, by the Buyer to transfer to the Seller such Purchased Assets on Exhibit B in the column entitled “Parent Common Stock”Termination Date, against the Seller's complete payment of the Repurchase Price and any other Obligations to the Buyer. The Interim Transaction was evidenced by a Transaction Notice, executed by the Seller and acknowledged and agreed to by the Buyer. (b) IfThe Seller has requested the Buyer to modify the residual repurchase facility underlying the Interim Transaction through an amendment and restatement of the Interim Master Repurchase Agreement in order to, during among other things, increase the period from amount thereof and extend the Execution Date through term, which the Effective TimeBuyer hereby agrees to, subject to the outstanding shares of Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by Parent during such period, or a record date with respect to any such event shall occur during such period, then appropriate adjustments shall be made to number of shares of Parent Common Stock set forth on Exhibit B; provided, however, that no fractional shares of Parent Common Stock shall be issued in connection with the Transactionterms and conditions herein. (c) Without undue delay after On the Effective Time Closing Date, the Buyer hereby enters into a transaction (but in any event within two (2) business days following the Effective Time"Transaction"), Parent shall cause the shares of Parent Common Stock issuable pursuant to Section 1.1(a) the terms set forth herein, in which the Initial Securities Purchase Price shall have the meaning set forth herein and the Buyer agrees to be issued increase the Securities Purchase Price by $ 9,445,339.48 (the "Holdback Amount"). The Buyer will promptly release the Holdback Amount to the HoldersSeller, net of the Repurchase Option Premium (in the amount of $360,000), if, and only if, no later than December 31, 2004: (i) the Buyer has received a legal opinion (which may also be subject to customary commercial opinion assumptions, conditions and qualifications) from Blank Rome LLP, as counsel to ABFS and the Seller, as follows: "We are of the opinion that: A. The registration statement of American Business Financial Services, Inc. ("ABFS") regarding its retail secured subordinated indebtedness (the "Securities"), SEC File No. 333-116742 (the "Registration Statement"), has been declared effective under the Securities Act of 1933. To our knowledge, upon inquiry of the staff of the U.S. Securities and Exchange Commission (the "SEC"), no stop order suspending the effectiveness of the Registration Statement has been instituted and no proceedings for that purpose have been instituted or are pending. The opinion in this paragraph is based solely upon a telephone conversation occurring on _________between _________, a member of our Firm, and a member of the staff of the Division of Corporate Finance of the United States Securities and Exchange Commission. B. The Securities, when issued pursuant to the terms of the Indenture and as contemplated by the Registration Statement, will have been duly authorized, validly issued and will be legal, valid and binding obligations of ABFS, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws or court decisions affecting creditors' rights generally currently in effect or which may hereafter occur which would render unenforceable certain rights and remedies or by general principles of equity. C. The issuance of the Securities pursuant to the Indenture and as contemplated by the Registration Statement will not violate the registration provisions contained in the Securities Act of 1933, as amended, to which ABFS is subject, any order, judgment or administrative decree applicable to ABFS and known to us, the articles of incorporation or by-laws of ABFS, or the terms of any material contracts or agreements to which ABFS is a party. For this purpose, the terms "material contracts or agreements" includes only those agreements or contracts filed with the Securities and Exchange Commission. D. No consents, approvals, authorizations and orders (if any) are required by any Federal or Pennsylvania regulatory or governmental body or under NASDAQ stock market rules for ABFS to issue and sell the securities pursuant to the Indenture and as contemplated by the Registration Statement except for those which have been obtained (other than approvals or authorizations required under any state securities or Blue Sky Laws, if any, as to which we express no opinion);" (ii) no Event of Default shall have occurred; and (iii) no Termination Event shall have occurred. If the conditions precedent to the Buyer's conditional obligation to release the Holdback Amount are not satisfied by 6 p.m. Eastern Standard Time on December 31, 2004, such obligation shall terminate. The Transaction shall be evidenced by the Transaction Notice, executed by the Seller and acknowledged and agreed to by the Buyer. (d) Prior The Seller shall repurchase Purchased Assets from the Buyer on the Termination Date by paying to the Effective Time Buyer the Split-Off Purchaser Repurchase Price and any other Obligations by such date. Such obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset (but liquidation or foreclosure proceeds received by the Buyer shall surrender be applied to reduce the Parent 11,363,635 shares of Parent Common Stock Repurchase Price except as otherwise provided herein). The Seller is obligated to obtain the Purchased Assets from the Buyer or its designee at the Seller's expense on (or after) the “Share Contribution”) and the Parent shall transfer and assign to the Split-Off Purchaser all of the issued and outstanding shares of capital stock of Split-Off Subsidiary in connection with the Split-OffTermination Date.

The Transaction. (a) Upon On the terms Closing Date, and at the Closing Time, subject in all instances to each of the conditions set forth terms, conditions, provisions, and limitations specified in this Agreement, at the Effective Time (as defined in Section 1.2), each Holder whose name is set forth on Exhibit B hereto hereby irrevocably contributes, transfers by assignment pursuant to Section 398, 413 of the German Civil Code (BGB), and delivers to Parent (i) all InfoLinx BC will merge with and into the Company, by the filing by the Company and InfoLinx BB, as the case may be, with the (a) Secretary of State for the Existing Shares held State of Nevada and (b) British Columbia Registrar of Companies of those documents as may be required by such Holder as legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer) as set forth in Pieris/Marika Acquisition Agreement applicable law to effectuate the column entitled “Pieris AG Shares (all classes)” opposite such Holder’s name on Exhibit B hereto, that are of the class of security set forth in the columns entitled “Pieris AG Class of Shares”Merger; and (ii) any and all rights associated with such Existing Shares held by such Holder, in exchange for that number the holders of 16,208,800 shares of Parent Common Stock as set forth on Exhibit B in the column entitled “Parent Common Stock”. (b) Ifno par value common stock of InfoLinx BC, during the period from the Execution Date through the Effective Time, the outstanding shares of Parent Common Stock which are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by Parent during such period, or a record date with respect to any such event shall occur during such period, then appropriate adjustments shall be made to number of shares of Parent Common Stock set forth on Exhibit B; provided, however, that no fractional shares of Parent Common Stock shall be issued in connection with the Transaction. (c) Without undue delay after the Effective Time (but in any event within two (2) business days following the Effective Time), Parent shall cause the shares of Parent Common Stock issuable pursuant to Section 1.1(a) to be issued to the Holders. (d) Prior to the Effective Time the Split-Off Purchaser shall surrender to the Parent 11,363,635 shares of Parent Common Stock (the “Share Contribution”) and the Parent shall transfer and assign to the Split-Off Purchaser all of the issued and outstanding equitable interests of InfoLinx BC, shall surrender and tender to the Company or its duly appointed agent the certificates evidencing and representing those 16,208,800 shares of capital that common stock and, as consideration and in exchange for those 16,208,800 shares of that common stock, the Company shall issue to those holders 16,208,800 shares, $.001 par value, of common stock of Split-Off Subsidiary the Company, so that those 16,208,800 shares of common stock issued by InfoLinx BC on the Execution Date will, by occurrence of the Merger and with no additional action on the part of the holders thereof, be transformed and converted into the right to receive, upon surrender to the Company of the certificates evidencing and representing those 16,208,800 shares of InfoLinx BC’s common stock, the Consideration, without interest or any similar payment thereon or with respect thereto; (iii) the Company, as the surviving entity of the Merger, shall succeed, without other transfer, to all the rights, properties, debts, obligations, and liabilities of InfoLinx BC, in connection the same manner as if the Company had incurred those debts, obligations, and liabilities as its act and deed, and all rights of creditors and all liens of upon the property of InfoLinx BC shall be preserved unimpaired, limited in lien and encumbrance to the properties affected by those liens and encumbrances immediately prior to the Closing; (iv) the existing members of the Board of Directors of the Company shall serve as the Board of Directors of the Company, until the next annual meeting of the shareholders of the Company or until such time as successors of the members of the Board of Directors of the Company have been elected or appointed and qualified; (v) the Company will conduct business with the Split-Off.assets of InfoLinx BC, as well as the assets of the Company; (vi) all persons who, at the Closing Date, shall be the executive or the administrative officers of the Company, shall remain as officers of the Company, until the Board of Directors of the Company shall otherwise determine, and the Board of Directors of the Company may elect or appoint any additional officers as such Board of Directors may determine; (vii) the Articles of Incorporation of the Company, as existing on the Closing Date, shall continue in full force and effect as the Articles of Incorporation of the Company, until altered, amended, or repealed as provided therein or as provided by law; and (viii) the Bylaws of the Company, as existing on the Closing Date, shall continue in full force and effect as the Bylaws of the Company, until altered, amended, or repealed as provided therein or as provided by law. The Closing Date shall be the later to occur of the date on which the (a) Articles of Merger are filed with the State of Nevada Secretary of State and (b) (1) the Amalgamation Application and (2) those records and that information required by applicable provisions of the British Columbia Business Corporations Act are filed with the British Columbia Registrar of Companies..

The Transaction. 5.1 In the framework of the legal proceeding that will be conducted in connection with the Proposed Debt Arrangement, an arrangement administrator will be appointed, pursuant to Section 326 of the Insolvency Law, with the court’s approval (athe “Arrangement Administrator”). 5.2 On the date of the signing of this Agreement, the Purchaser will deposit with Barnea Law Firm (the “Trustee”) Upon collateral in the terms amount of NIS 200,000 (two hundred thousand New Israeli Shekels) (the “Purchaser’s Collateral”). 5.3 As part of the conditions of the Proposed Debt Arrangement and in such a manner that will allow the allocation of the Shares Allocated to the Purchaser (as defined below) in consideration of the Allocation Amount, the court will be requested to approve the cancellation of the par value of the shares of Public Ability; the performance of the consolidation of capital into shares of Public Ability in such ratio as will be requested by the Purchaser and as will be coordinated with the Stock Exchange, so as to comply with the provisions of its Articles and the directives pursuant thereto; and the increase of Public Ability’s registered capital to 10,000,000,000, shares without par value. Accordingly, the court will be requested to approve the amendment to the Public Ability’s Articles. 5.4 Insofar as practicable, the parties will act so that the Trustee will be appointed as the Arrangement Administrator. 5.5 On the Completion Date, against the allocation of the shares of Payment Ability to the Purchaser, in such amount that will constitute, after the allocation thereof, approximately 74.99% of Public Ability’s issued and paid-up share capital (the “Shares Allocated to the Purchaser”), the Purchaser shall transfer to the Arrangement Administrator the Allocation Amount, net of the Purchaser’s Collateral, and the Trustee will transfer the Purchaser’s Collateral to the Arrangement Administrator, and, also, the Purchaser will grant the PUT Option (as defined below), with the aim that these will serve the Arrangement Companies, together with the balance of the amount of the Arrangement, for the purpose of paying their liabilities pursuant to the Debt Arrangement. 5.6 On the Completion Date, as part of the Debt Arrangement, Payment Ability will allocate to the creditors (the “Offered Creditors”) shares of Payment Ability, in such number as will constitute, after the allocation thereof, approximately 20.01% of Public Ability’s issued and paid-up share capital (the “Shares Allocated to the Creditors”). 5.7 On the Completion Date, as part of the Debt Arrangement, the Purchaser will grant a PUT Option to the Offered Creditors, pursuant to which the Offered Creditors will be entitled to require the Purchaser to purchase from them the Shares Allocated to the Creditors, during the period commencing on the date on which 12 months shall have elapsed from the Completion Date and ending on the date on which 13 months shall have elapsed from the Completion Date (the “Option Exercise Period”), in consideration of the total amount of NIS 7,000,000 (seven million New Israeli Shekels) (the “PUT Option”). The consideration of the PUT Option in respect of each share that was allocated to the Offered Creditors shall be paid by the Purchaser to the Offered Creditors who wish to exercise the option, by and not later than 30 days after the expiration of the Option Exercise Period, and it shall be calculated in the following manner: 7,000,000 divided by the total number of the Shares Allocated to the Creditors. For the sake of example, if the total number of the Shares Allocated to the Creditors is 8,000,000 shares, then the consideration of the PUT Option in respect of each share that was allocated to the Offered Creditors will be NIS 0.875. The PUT Option will apply solely with respect to the Shares Allocated to the Creditors that will be held by the Arrangement Administrator during the Option Exercise Period. To that end, all of the Shares Allocated to the Creditors will be deposited with the Arrangement Administrator, until the expiration of 14 months from the Completion Date (or a longer period, insofar as required by the Israel Securities Authority). Notwithstanding the foregoing, the Offered Creditors shall be entitled to request that the Arrangement Administrator transfer to them the Shares Allocated to the Creditors or sell said shares for them, prior to the expiration of the Option Exercise Period, and subject to the conditions set forth restriction provisions that will apply to the shares, if any; however, in such an event, the Offered Creditors will not be entitled to exercise the PUT Option with respect to those shares that were transferred to them from the Arrangement Administrator or that were sold by him at their request, as aforesaid. For the purpose of securing payment of the exercise of the PUT Option, the Purchaser will deposit with the Arrangement Administrator, in trust, tradable shares of a public company/public companies, whose market value will be in an amount that will be not less than NIS 7,000,000 (seven million New Israeli Shekels) (the “Collateral Shares”). The value of the Collateral Shares will be examined by the Arrangement Administrator every 60 days, and the Purchaser undertakes to deposit additional Collateral Shares, or he will be entitled to demand that the Arrangement Administrator transfer to him part of the Collateral Shares, as the case may be, in accordance with the market value of the Collateral Shares on any examination date. In addition, the value of the Collateral Shares will be adjusted in the event of the transfer of shares from the Arrangement Administrator to any of the Offered Creditors or the sale thereof at the request of any of the Offered Creditors, as aforesaid. In the event of a breach of the Purchaser’s undertaking to pay for the exercise of the PUT Option, the Arrangement Administrator will be entitled to sell the Collateral Shares, in whole or in part, as the case may be, in order to cover the payment of the PUT Option vis-à-vis the Offered Creditors who sought to exercise it during the exercise period of the PUT Option. Should the exercise of the Collateral Shares not be required, the Arrangement Administrator will return the Collateral Shares to the Purchaser at the expiration of 45 days after the expiration of the Option Exercise Period. 5.8 On the Completion Date, as part of the Debt Arrangement, the ownership of the Subsidiaries shall be transferred, in its entirety (100%), to Xxxxxxx and Xxxx (through companies controlled by them, and in equal shares), and, in the framework of the Judgment to Approve the Debt Arrangement, Xxxxxxx, Alex and the Subsidiaries will undertake to absolutely waive all of their rights, their claims, rights of action and their demands of any kind or nature, against Public Ability and any entity on its behalf, including the Purchaser; and Public Ability and the Purchaser will undertake to absolutely waive all of their rights, their claims, rights of action and their demands of any kind or nature, against Anatoly, Alex, the Subsidiaries, their shareholders and any entity on their behalf. 5.9 On the Completion Date, Public Ability will be a public company without operations (a publicly traded shell corporation), free of any debt, lien, claim, offsetting right, charge or any third party right whatsoever, including any undertaking to perform or grant any of the foregoing, and with the exception of the Matters Outside the Arrangement and the undertakings pursuant to this Agreement. 5.10 All of Public Ability’s rights of any kind or nature whatsoever, at prior to the Effective Time Completion Date, including rights and/or causes of action, financial obligations of third parties to Public Ability, including debtors’ obligations, customers’ checks (as defined in Section 1.2if any), each Holder financial deposits with banks and/or with customers and Public Ability’s rights in respect of legal proceedings against third parties that were initiated prior to the Completion Date and/or whose name is set forth on Exhibit B hereto hereby irrevocably contributescause of action accrued prior to the Completion Date, transfers by assignment pursuant will not constitute part of Public Ability, and they will be transferred to Section 398, 413 the Debt Arrangement Fund. 5.11 All of the German Civil Code (BGB)funds that the Arrangement Companies will have as of the Completion Date will be transferred to the Arrangement Fund on the Completion Date, and delivers to Parent (i) together with all of the Existing payments that will be made to the Arrangement Administrator by the Purchaser, they will be used by the Arrangement Fund for the purpose of the distribution of a dividend to the creditors. 5.12 The Shares held by such Holder as legal Allocated to the Purchaser and beneficial owner the Shares Allocated to the Creditors (rechtlicher und wirtschaftlicher Eigentümerhereinafter, collectively: the “Arrangement Shares”) will be allocated, being free and clear of any lien, pledge, attachment, demand, claim, debt or any other third party right. 5.13 The Arrangement Shares shall confer on the holders thereof any right arising from and/or pertaining to the ownership of Public Ability including, inter alia, the right to participate in and vote at the general meetings of Public Ability, whether ordinary or special meetings, the right to participate in the distribution of dividends, bonus shares, rights, and so on and so forth, and also rights in the distribution of the surplus assets of Public Ability at the time of the dissolution thereof, and all as set forth in Pieris/Marika Acquisition Agreement Public Ability’s Articles of Association and subject to the column entitled “Pieris AG Shares (provisions of any law. 5.14 On the Completion Date, all classes)” opposite such Holder’s name on Exhibit B hereto, that are of the class directors serving at Public Ability shall retire from the board of security directors of the company, with the exception of the outside directors, and in their place, three directors will be appointed, whose details and whose declarations as required by law will be transferred from the Purchaser to Public Ability by March 13, 2022. The letter of retirement will include a declaration whereby the retiring directors will have no claim and/or demand and/or lawsuit against the Arrangement Companies and/or the Purchaser. When signing this agreement, Xxxxxx undertakes that upon completion of the transaction, subject of this agreement, will not have any claim and/or demand and/or lawsuit against all of the serving directors, which cause until and including the Completion Date. 5.15 On the Completion Date, the Purchaser will provide to Public Ability a loan in an amount of up to NIS 1,000,000, for the purpose of the day-to-day operations of Public Ability immediately after the Completion Date (the “Operations Loan”). The Operations Loan will bear minimum annual interest in accordance with that set forth in the columns entitled “Pieris AG Class Income Tax Regulations pursuant to Section 3(i) of Shares”; the Income Tax Ordinance [New Version), 5721-1961, and (ii) any and all rights associated it will be repaid by Public Ability, together with such Existing Shares held by such Holderthe interest accrued thereon, in exchange for the following manner, at the Purchaser’s option: (a) out of the fundraising rounds that number will be conducted by Public Ability, at a rate of shares up to 50% of Parent Common Stock as set forth on Exhibit B the amount of the fundraising in each round, and up to the column entitled “Parent Common Stock”. full repayment of the total amount of the Operations Loan and the interest accrued in respect thereof; (b) Ifthe conversion of the Operations Loan, during or the period balance thereof, into shares of Public Ability by participation in fundraising rounds that will be conducted by Public Ability, while the Purchaser will receive a discount of 25% off the price of the share/the package in the framework of the said fundraising (Such as the SAFE Agreement mechanism). 5.16 The Purchaser undertakes to act to ensure that by and not later than the expiration of 18 (eighteen) months from the Execution Completion Date through (the Effective Time“Final Date”), the outstanding shares Purchaser’s current operations will be merged into Public Ability, by way of Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by Parent during such period, or a record date with respect to any such event shall occur during such period, then appropriate adjustments shall be made to number of shares of Parent Common Stock set forth on Exhibit B; provided, however, that no fractional shares of Parent Common Stock shall be issued share swap (“Bringing in connection with the Transaction. (c) Without undue delay after the Effective Time (but in any event within two (2) business days following the Effective TimeNew Operations”), Parent shall cause and in such a manner that the expected value of Public Ability as a consequence of Bringing in the New Operations will not be less than NIS 100,000,000 (one hundred million New Israeli Shekels) (the “Minimum Value”). If: (a) the expected value pursuant to an appraisal that will be prepared (if any) for the purpose of Bringing in the New Operations, together with Public Ability’s value pursuant to the share ratio that will be determined in the transaction for Bringing in the New Operations; and also (b) the market value of the shares of Parent Common Stock issuable pursuant to Section 1.1(a) to be issued to Public Ability during 30 days out of the Holders. (d) Prior to 60 days after the Effective Time completion of the Split-Off transaction for Bringing in the New Operations – is less than the Minimum Value or if the transaction for Bringing in the New Operations is not completed by the Final Date, the Purchaser shall surrender compensate the rest of the shareholders of Public Ability in such a manner that shares will be allocated to the Parent 11,363,635 shares of Parent Common Stock (the “Share Contribution”) and the Parent shall transfer and assign to the Split-Off Purchaser all of the issued rest of the shareholders, as aforesaid, at a rate of 1% of every NIS 10,000,000 (ten million New Israeli Shekels) that is less than the Minimum Value. For this purpose – “the rest of the shareholders of Public Ability” are all of the shareholders, with the exception of the Purchaser and outstanding any entity on his behalf, and also, with the exception of anyone who will receive shares of capital stock Public Ability in the framework of Split-Off Subsidiary the transaction for Bringing in connection the New Operations; in the event that the transaction for Bringing in the New Operations is not completed by the Final Date, the rate of the compensation to the rest of the shareholders of Public Ability will be 10%; insofar as necessary, the granting of compensation will be completed by and not later than at the expiration of six months from the Final Date; insofar as necessary, the manner of granting the compensation will be coordinated with the Split-OffIsrael Securities Authority and the Purchaser is aware that Public Ability may be required to publish a prospectus for the purpose of granting said compensation. If, as a consequence of the completion of the Debt Arrangement, the shares of Public Ability cease to be traded on the Stock Exchange’s main list, the Purchaser undertakes to act to ensure that by and not later than the date for the completion of Bringing in the New Operations or as a result of the completion of bringing Bringing the New Operations, the shares of Public Ability will resume trading on the Stock Exchange’s main list.

The Transaction. BFE and Nxxxxxx Bitsenko, Mxxxxxx Xxxxxxxx, and Ixxx Xxxxxxxx, the shareholders and 100% owners of BFE (a) Upon the terms and subject to the conditions set forth in this Agreement“BFE Shareholders”), hereby agree with GTII that at the Effective Time (as defined in Section 1.2), each Holder whose name is set forth on Exhibit B hereto hereby irrevocably contributes, transfers by assignment pursuant to Section 398, 413 Closing of the German Civil Code (BGB)Transaction, the BFE Shareholders will convey and delivers transfer to Parent (i) GTII, free and clear of all liens, encumbrances or claims, good title to all of the Existing Shares held by such Holder as legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer) as set forth in Pieris/Marika Acquisition Agreement the column entitled “Pieris AG Shares (all classes)” opposite such Holder’s name on Exhibit B hereto, that are of the class of security set forth in the columns entitled “Pieris AG Class of Shares”; and (ii) any and all rights associated with such Existing Shares held by such Holder, in exchange for that number of shares of Parent Common Stock as set forth on Exhibit B in the column entitled “Parent Common Stock”. (b) If, during the period from the Execution Date through the Effective Time, the outstanding shares of Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by Parent during such period, or a record date with respect to any such event shall occur during such period, then appropriate adjustments shall be made to number of shares of Parent Common Stock set forth on Exhibit B; provided, however, that no fractional shares of Parent Common Stock shall be issued in connection with the Transaction. (c) Without undue delay after the Effective Time (but in any event within two (2) business days following the Effective Time), Parent shall cause the shares of Parent Common Stock issuable pursuant to Section 1.1(a) to be issued to the Holders. (d) Prior to the Effective Time the Split-Off Purchaser shall surrender to the Parent 11,363,635 shares of Parent Common Stock (the “Share Contribution”) and the Parent shall transfer and assign to the Split-Off Purchaser all of the issued and outstanding shares of capital stock of SplitBFE owned by the BFE Shareholders, which is, and at the Closing will be, 100% of the total issued and outstanding shares of BFE capital stock (collectively, the “BFE Shares”). In consideration for the BFE Shares, GTII will at the Closing covenant to issue to the BFE Shareholders, on a date (the “Vesting Date”) within one hundred and eighty (180) days after the date of the Closing, the GTII Common Stock, free and clear of any liens, encumbrances or claims other than the standard Rule 144 restrictive transfer provisions. The GTII Common Stock will bear the following legend: “THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.” Nxxxxxx Bitsenko will have the primary authority and responsibility to manage BFE and its business while BFE is owned by GTII. Mr. Bitsenko covenants and warrants to use his best efforts to achieve minimum gross sales of no less than the gross sales realized in calendar year 2020. For a period of two (2) calendar years after the Closing, the BFE Shareholders will be entitled to receive pro-Off Subsidiary rata performance-based bonusses for increase in connection gross sales, in the form of GTII common stock. The amount of GTII common shares to be issued as a bonus will be determined, in good faith, by GTII, not to exceed 1,000,000 shares. GTII covenants not to take any action that would change the officers or directors of BFE without the prior written consent of BFE’s Chief Executive Officer. BFE and the BFE Shareholders agree that they will not offer for sale any GTII stock issued to them until the expiration of 12 months subsequent to the issuance date. Nothing herein shall be considered a bar to the participation of any BFE officer, director, or BFE Shareholder from participating as a seller in a public offering. If GTII determines to conduct an offering of its securities under the exemption from registration available pursuant to Regulation A+ of the Securities Act of 1933, as amended, to raise capital, BFE and the BFE Shareholders agree to fully cooperate with GTII to enable it to make such an offering successful. BFE represents and warrants that all of its current shareholders are “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended, and that neither BFE nor any Shareholders, officer, director, employee or other affiliate of BFE is a “bad actor” as defined in Rule 506(d) of Regulation D of the Securities Act of 1933, as amended. BFE covenants to use its best efforts to cause its shareholders to approve and participate in the Transaction or otherwise the Transaction will be cancelled. After the execution of this Agreement and until Closing, the public reporting costs and Transaction costs of GTII and BFE will be borne as follows: 100% by GTII (except that BFE will be 100% responsible for auditing costs associated with the Split-OffAudited Financial Statements). After the Closing, such costs shall be borne 100% by GTII.