Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) LEDCO shall deliver to DataSight, as agent for Sellers, the following documents: (i) A treasury order executed by the LEDCO Secretary corresponding to the number of shares of Series A Preferred Stock issued in the name of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver the following documents: (i) to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting the immediate and unconditional sale, assignment and irrevocable transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Shares.

Transactions at Closing. At the Closing, the following transactions shall take placeoccur, which transactions shall be deemed as having taken to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) LEDCO 2.2.1 The Seller and the Company shall deliver deliver, or procure the delivery, to DataSight, as agent for Sellers, the Purchaser of the following documents: (i) a. A treasury order duly executed share transfer deed with respect to the transfer of all the Sold Shares to the Purchaser; b. A true and correct copy of resolutions of the Board of Directors of the Company, approving this Agreement and the transactions contemplated hereby; c. If issued by the LEDCO Secretary corresponding to Company, a validly executed share certificate covering the number of shares of Series A Preferred Stock Sold Shares, issued in the name of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule IPurchaser; (ii) True copies d. A true and correct copy of all consents resolutions of the Board of Directors of the Seller, approving this Agreement and waivers obtained by LEDCOthe transactions contemplated hereby; e. A signed opinion of counsel to Seller, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver the following documents: (i) to LEDCO, duly executed assignments in the form attached hereto as Exhibit EXHIBIT 2.2.1(E), dated as of the date of the Closing and addressed to the Purchaser. f. A effecting true and correct copy of resolutions of the immediate Company's shareholders, properly and unconditional saleduly adopted resolving to amend the Company's current articles of association (the "ARTICLES"), assignment in the form attached hereto as EXHIBIT 2.2.1(F) (the "AMENDMENT"). The Amendment shall include the increase of the size of the Board of Directors to at least 5 directors, and irrevocable revisions to Article 32 and 32A of the Articles, as more fully provided in EXHIBIT 2.2.1(F). g. A waiver executed by Jacob and Sara Neuhof ("NEUHOF") waiving any and all rights xxxx xxx xave xxxx respect to the transfer of DataSight the Sold Shares at the Closing, in the form attached hereto as EXHIBIT 2.2.1(G). h. A waiver executed by Seller, waiving any and all rights it may have with respect to LEDCOthe sale and transfer of Company Shares at the Closing from Neuhof to Purchaser, free in the form attached hereto as EXHIBIT 2.2.1(H). i. A copy of an agreement terminating each of the agreement and clear the memorandum entered into between the Seller and Neuhof on September 27, 2000, effective as of any Liensthe date of Closing, or any other third party rights in the form attached as EXHIBIT 2.2.1(I). 2.2.2 The Purchaser shall deliver to the Seller true and correct copies of any kind and natureresolutions of the Purchaser's Board of Directors approving the transaction contemplated hereby. 2.2.3 The Purchaser shall pay $570,895 to the Seller by wire transfer in immediately available funds to the account(s) of the Seller in Israel, whether voluntarily incurred or arising by operation the details of law; and (ii) which appear in EXHIBIT 2.2.3 hereto. Such payment shall be made in NIS, according to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Shares.the the NIS-U.S. Dollar representative rate known on the Closing Date

Transactions at Closing. At the Closing, the following transactions and actions shall take placebe taken, which and all such transactions and actions shall be deemed as having taken to take place simultaneously simultaneously, and no transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered. The Company shall deliver to the Investor the following documents and instruments: (a) LEDCO a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in Section 6.1 have been fulfilled as of the Closing, it being understood that such Investor may rely on such certificate as though it were a representation and warranty of the Company made herein; (b) the Company shall execute and deliver to the Investor the Registration Rights Agreement; (c) the Company shall deliver to DataSightsuch Investor a certificate, as agent for Sellerssigned by the Secretary or an Assistant Secretary of the Company, the following documents: attaching (i) A treasury order the memorandum of association and articles of association of the Company, (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents and (iii) the Shareholder Approval and other resolutions passed by the shareholders of the Company, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Investor may rely on such certificate as a representation and warranty of the Company made herein; (d) Indemnification Agreements executed by the LEDCO Secretary corresponding to the number of shares of Series A Preferred Stock issued company in the name favor of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule IInvestor Members; (iie) True copies The Investor shall deliver to the Company a copy of all consents and waivers obtained wiring instructions to its bank for the payment of the Purchase Price for the Acquired Shares being purchased by LEDCOit, in accordance with to the provisions of Section 7.1 belowCompany; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (cf) The Sellers Company shall deliver the following documents: (i) Transfer Agent Instruction Letter to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting the immediate and unconditional sale, assignment and irrevocable Company’s transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Sharesagent.

Transactions at Closing. At the Closing, the following transactions and actions shall take placebe taken, which and all such transactions and actions shall be deemed as having taken to take place simultaneously simultaneously, and no transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered:. (a) LEDCO the Investor shall transfer the Purchase Price to the Company by wire transfer of immediately available funds to the Company’s bank account the details of which are set forth in Exhibit B attached hereto; (b) the Investor shall deliver to DataSightthe Company an undertaking to the OCS, with respect to the observance by the Investor, as agent for Sellersa shareholder of the Company, of the following documents:requirements of the Israeli Encouragement of Research and Development in Industry Law, 5744 – 1984 (the “R&D Law”); (c) the Investor shall deliver a certificate, signed by the Chief Executive Officer or the Chief Financial Officer of the Investor, certifying that the conditions specified in Sections 6.2(a) and 6.2(b) have been fulfilled as of the Closing, it being understood that the Company may rely on such certificate as though it were a representation and warranty of the Investor made herein; (d) the Investor shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Investor, attaching (i) the organizational documents of the Investor, and (ii) resolutions passed by its board of directors, board of managers or other governing organ of the Investor to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Company may rely on such certificate as a representation and warranty of the Investor made herein; (e) the Company shall deliver a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in Sections 6.1(a) through 6.1(c) have been fulfilled as of the Closing, it being understood that the Investor may rely on such certificate as though it were a representation and warranty of the Company made herein; (f) the Company shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the memorandum of association and articles of association of the Company, and (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Investor may rely on such certificate as a representation and warranty of the Company made herein; (g) the Company shall execute and deliver to the Investor the Registration Rights Agreement; (h) the Investor shall execute and deliver to the Company the Registration Rights Agreement; (i) A treasury order executed by the LEDCO Secretary corresponding Company shall deliver a written opinion from legal counsel to the number of shares of Series A Preferred Stock issued in the name of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding Company addressed to the number of DataSight shares being transferred by the SellersInvestor, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver the following documents: (i) to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting the immediate and unconditional sale, assignment and irrevocable transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Shares.C;

Transactions at Closing. At the Closing, the following transactions and actions shall take placebe taken, which and all such transactions and actions shall be deemed as having taken to take place simultaneously simultaneously, and no transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered:. (a) LEDCO the Investor shall transfer the Purchase Price to the Company by wire transfer of immediately available funds to the Company’s bank account the details of which are set forth in Exhibit B attached hereto; (b) the Investor shall deliver to DataSightthe Company an undertaking to the OCS, with respect to the observance by the Investor, as agent for Sellersa shareholder of the Company, of the following documents:requirements of the Israeli Encouragement of Research and Development in Industry Law, 5744 – 1984 (the “R&D Law”); (c) the Investor shall deliver a certificate, signed by two Managing Directors of the Investor, certifying that the conditions specified in Sections 6.2(a) and 6.2(b) have been fulfilled as of the Closing, it being understood that the Company may rely on such certificate as though it were a representation and warranty of the Investor made herein; (d) the Investor shall deliver a certificate, signed by two Managing Directors of the Investor, attaching (i) the Articles of Association of the Investor, and (ii) resolutions passed by its board of directors, board of managers or other governing organ of the Investor to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Company may rely on such certificate as a representation and warranty of the Investor made herein; (e) the Company shall deliver a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in Sections 6.1(a) through 6.1(c) have been fulfilled as of the Closing, it being understood that the Investor may rely on such certificate as though it were a representation and warranty of the Company made herein; (f) the Company shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the memorandum of association and articles of association of the Company, and (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Investor may rely on such certificate as a representation and warranty of the Company made herein; (g) the Company shall execute and deliver to the Investor the Registration Rights Agreement; (h) the Investor shall execute and deliver to the Company the Registration Rights Agreement; (i) A treasury order executed by the LEDCO Secretary corresponding Company shall deliver a written opinion from legal counsel to the number of shares of Series A Preferred Stock issued Company addressed to the Investor, in the name of form reasonably satisfactory to the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule IInvestor; (iij) True copies Intentionally Omitted (k) the Company shall deliver the Transfer Agent Instruction Letter to the Company’s transfer agent; (l) the Company shall deliver a copy of all consents and waivers obtained by LEDCO, the Notice of Listing of Additional Shares in accordance with respect of the provisions of Section 7.1 belowAcquired Shares duly submitted to NASDAQ; and (iiim) Such other documents and instruments as DataSight may reasonably request. (b) DataSight the Company shall deliver, or cause deliver a copy of the notice to be delivered, to LEDCO filed with the following documents and/or shall take OCS in connection with the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to issuance of the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver the following documents: (i) to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting the immediate and unconditional sale, assignment and irrevocable transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Acquired Shares.

Transactions at Closing. At the Closing, the following transactions and actions shall take placebe taken, which and all such transactions and actions shall be deemed as having taken to take place simultaneously simultaneously, and no transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered. The Company shall deliver to the Investor the following documents and instruments: (a) LEDCO a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in Section 0 have been fulfilled as of the Closing, it being understood that such Investor may rely on such certificate as though it were a representation and warranty of the Company made herein; (b) the Company shall execute and deliver to the Investor the Registration Rights Agreement; (c) the Company shall deliver to DataSightsuch Investor a certificate, as agent for Sellerssigned by the Secretary or an Assistant Secretary of the Company, the following documents: attaching (i) A treasury order the memorandum of association and articles of association of the Company, (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents and (iii) the Shareholder Approval and other resolutions passed by the shareholders of the Company, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Investor may rely on such certificate as a representation and warranty of the Company made herein; (d) Indemnification Agreements executed by the LEDCO Secretary corresponding to the number of shares of Series A Preferred Stock issued company in the name favor of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule IInvestor Members; (iie) True copies The Investor shall deliver to the Company a copy of all consents and waivers obtained wiring instructions to its bank for the payment of the Purchase Price for the Acquired Shares being purchased by LEDCOit, in accordance with to the provisions of Section 7.1 belowCompany; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (cf) The Sellers Company shall deliver the following documents: (i) Transfer Agent Instruction Letter to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting the immediate and unconditional sale, assignment and irrevocable Company’s transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Sharesagent.

Transactions at Closing. At the Closing, the following transactions shall take placeoccur, which transactions shall be deemed as having taken to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) LEDCO 2.2.1 The Sellers and the Company shall deliver deliver, or procure the delivery, to DataSight, as agent for Sellers, the Purchaser of the following documents: (i) A treasury order a. Duly executed by the LEDCO Secretary corresponding share transfer deeds with respect to the number transfer of shares all the Sold Shares to the Purchaser; b. A true and correct copy of Series resolutions of the Board of Directors of the Company, approving this Agreement and the transactions contemplated hereby; c. A Preferred Stock validly executed share certificate covering the Sold Shares, issued in the name of the Sellers (which Purchaser; d. A certified copy of the Company's Shareholders Register, updated to reflect the transfer of all of the Sold Shares to the Purchaser. Promptly after the Closing, the Company shall make all filings and registrations as may be evidenced by book entry on necessary to reflect such transfer and shall deliver copies thereof to the LEDO shareholder register) in the amounts set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably requestPurchaser. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver the following documents: (i) to LEDCOe. A certificate, duly executed assignments by an executive officer of the Company, dated as of the date of the Closing, confirming that the representations and warranties made in Section 4 were true and correct in all material respects when made and are true and correct in all material respects on and as of the Closing Date, as though made on the Closing Date, and that the Company has performed in all material respects all obligations required under this Agreement to be performed by it on or before the Closing; f. Certificates of each of the Sellers dated as of the date of the Closing, confirming that the representations and warranties made in Section 3,4 and 5 were true and correct in all material respects when made and are true and correct in all material respects on and as of the Closing Date, as though made on the Closing Date. g. Signed opinion of Kantor & Co. counsel to the Company and Sellers ix xxx form attached hereto as Exhibit A effecting EXHIBITS 2.2.1(G) , dated as of the immediate date of the Closing and unconditional sale, assignment and irrevocable transfer of DataSight Shares addressed to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight Sharesthe Purchaser.

Transactions at Closing. At the Closing, the following transactions shall take placeoccur, which transactions shall be deemed as having taken to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) LEDCO 2.2.1. Each Shareholder shall deliver to DataSightVyyo Sub share certificate(s) accompanied by a duly executed deed of transfer with respect to all of Xtend Shares set forth opposite such Shareholder’s name on Schedule A attached hereto, as agent for Sellersand Vyyo Sub shall duly execute all such deeds of transfer provided, however, that the following documents: share certificate/s need not be delivered if the Shareholder (i) A treasury order provides Vyyo Sub with an affidavit, duly executed by such Shareholder and certified by an attorney, according to which the LEDCO Secretary corresponding Shareholder declares that either such certificate has never been transferred to him by Xtend or that such certificate has been lost, stolen or destroyed, (ii) executes an undertaking satisfactory to Vyyo Sub to indemnify Vyyo Sub from any loss incurred by it or by Xtend in connection with such certificate(s), and (iii) surrenders any and all rights represented by such Xtend Shares. 2.2.2. Xtend will provide the number Purchaser with a copy of a resolution of Xtend’s Board of Directors and a copy of a resolution of Xtend’s Meeting of Shareholders (i) unanimously approving the transfer of Xtend Shares and all other transactions contemplated by this Agreement; and (ii) the replacement of all existing directors of Xtend and the Subsidiary and the appointment of Xx. Xxxxxx Xxxxxxxxx, Xxxxx Xxx and Xxxx Xxxx as directors on the Board of Directors of Xtend and Xx. Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxxx as directors on the Board of Directors of the Subsidiary, such replacement and appointment to be effective upon the Closing. 2.2.3. Xtend will provide the Purchaser with copies of the waiver and release letters duly executed by all of the holders of options, warrants and other securities which are convertible into shares of Series A Preferred Stock issued in the name of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts Xtend, as set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 8.4 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight 2.2.4. The Additional Consideration Shareholder shall deliverhave provided to Vyyo all information necessary to allow Xxxxx Benatoff, or cause its nominee for the Vyyo Board of Directors, to be delivered, elected to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding such Board and named as a Section 16 reporting person of Vyyo pursuant to the number U.S. Securities Exchange Act of DataSight shares being transferred by 1934, as amended. 2.2.5. Xtend shall register the Sellerstransfer of the Xtend Shares to Vyyo Sub in the register of shareholders of Xtend, and shall provide Vyyo Sub with a confirmation of such entry. 2.2.6. Purchaser shall receive validly executed share certificates covering all the Xtend Shares, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably requestVyyo Sub. 2.2.7. Purchaser, the Escrow Agent (cas such term is defined below) The Sellers and the Shareholders shall deliver execute the following documents: (i) to LEDCOEscrow and Pledge Agreement, duly executed assignments in the form attached hereto as Exhibit 2.2.7 (the “Escrow Agreement”) and all other documents necessary to give effect to the transactions contemplated thereby. 2.2.8. Vyyo shall issue and allot to the Exchange Shareholders the number of Exchange Shares specified opposite the name of such Shareholder on Schedule A effecting the immediate hereto and unconditional sale, assignment and irrevocable transfer of DataSight Vyyo shall immediately cause such Exchange Shares to LEDCObe recorded with its transfer agent. 2.2.9. Vyyo shall deliver to the Shareholders share certificates representing the Exchanged Shares as soon after the Closing as is practicable. 2.2.10. Purchaser shall pay and allot to each of the Cash Shareholders, free the Cash Payment, in the amount specified opposite the name of such Shareholder on Schedule A. 2.2.11. Vyyo will deliver the Note to the Additional Consideration Shareholder. 2.2.12. Vyyo and clear Vyyo Sub will provide Xtend and the Shareholders with copies of any Liensresolutions of their respective Boards of Directors approving the issuance of the Exchange Shares, or any the Cash, the Additional Consideration and all other third party rights transactions contemplated by this Agreement. 2.2.13. Vyyo will provide the Additional Consideration Shareholder with a resolution of any kind Vyyo’s Board of Directors (i) expanding the number of directors of Vyyo to eight (8) and nature, whether voluntarily incurred or arising by operation of law; and (ii) appointing Xxxxx Benatoff to DataSightthe Board of Directors of Vyyo, to serve as agent for LEDCOa director in accordance with the Articles of Incorporation and By-laws of Vyyo, all share certificates which resolution Vyyo shall cause to be adopted as soon as practicable after the Closing (and in respect of DataSight Sharesno event more than 30 calendar days after the Closing).

Transactions at Closing. At the Closing, all of the following transactions actions set forth in this Section 4.2 below shall take place, which transactions occur and shall be deemed as having taken place simultaneously and to occur simultaneously, such that no transaction action shall be deemed to have been completed or any document delivered until all such transactions actions have been completed and all required such documents have been delivered: 4.2.1. The Company shall deliver or cause to be delivered to Purchaser: (a) LEDCO shall deliver a certificate (the “Company Closing Certificate”), executed by an officer thereof, certifying that, except as expressly set forth in the Company Closing Certificate, each of the conditions set forth in Section 8.2(a), and in Sections 8.2(d) through 8.2(i), has been satisfied in all material respects; (b) a certificate, executed by an authorized representative of the Company, certifying as to DataSightthe incumbency of the officers executing this Agreement and any Transaction Documents to which the Company is a party, as agent for Sellerson behalf of the Company, and further certifying that the execution, delivery and performance of this Agreement, the following documents:Transaction Documents to which the Company is a party, and the transactions contemplated hereby and thereby, and the acts of the officers of the Company in carrying out the terms and provisions hereof and thereof, have been authorized and approved by all corporate action required to be taken on the part of the Company; (ic) A treasury order all deeds and bills of sale, assignments, endorsements, certificates of title, consents and other good and sufficient instruments and documents of conveyance and transfer in a form reasonably satisfactory to Purchaser, duly executed by the LEDCO Secretary corresponding Company, as necessary to the number of shares of Series A Preferred Stock issued vest in the name or confirm to Purchaser full and complete right, title and interest in and to all of the Sellers (which may be evidenced Acquired Assets, free and clear of any and all Liens, including, without limitation, any written consents of assignment of Customer Contracts executed by book entry on clients or customers of the LEDO shareholder register) in the amounts set forth in Schedule IBusiness; (iid) True copies of all consents filings made by the Company with, all notification made by the Company to, and waivers all Approvals obtained by LEDCOthe Company from any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the Transaction Documents required to be executed by such party hereunder or thereunder; (e) copies of all notifications made by the Company, and all consents or acknowledgements received by the Company from third parties, in respect of the assignment, transfer and conveyance to Purchaser of all right, title and interest in and to the Assigned Contracts pursuant to the provisions of this Agreement; (f) copies of the Employee Waivers of each Affected Employee who has accepted Purchaser’s offer of employment; (g) a notice issued by Bank HaPoalim BM, in form and substance fully satisfactory both to Bank HaPoalim BM and to Purchaser and its counsel, confirming the exclusion of the Existing Pledge in respect of the Acquired Assets and the Transferred Real Property, and the sale, transfer and conveyance thereof pursuant to the transactions contemplated by this Agreement. (h) a certificate issued by the Company’s insurers or insurance advisors, evidencing that the insurance coverage carried by the Company with respect to the Business or any of the Acquired Assets, as at the date hereof, is valid and enforceable as of the Closing Date, and specifying any claims made by the Company thereunder between the date hereof and the Closing Date. 4.2.2. The Company shall deposit with the Escrow Agent the Indemnity Bank Guarantee, which shall serve to secure Claims by Purchaser for indemnification pursuant to Section 9.2 and Purchaser’s reimbursement for payment of the Company’s real estate taxes pursuant to the Real Property Transfer Agreement. The Indemnity Bank Guarantee shall be held and released by the Escrow Agent in accordance with the provisions terms of Section 7.1 below; andthe Indemnity Escrow Agreement. 4.2.3. Purchaser shall deliver or cause to be delivered to the Company: (iiia) Such other documents a certificate (the “Purchaser Closing Certificate”), executed by an officer thereof, certifying that, except as expressly set forth in the Purchaser Closing Certificate, each of the conditions set forth in Sections 8.3(a) and instruments as DataSight may reasonably request.8.3(c) has been satisfied in all material respects; (b) DataSight shall delivera certificate, or cause executed by an authorized representative of Purchaser, certifying as to the incumbency of the officers executing this Agreement and any Transaction Documents to which Purchaser is a party, on behalf of Purchaser, and further certifying that the execution, delivery and performance of this Agreement, the Transaction Documents to which Purchaser is a party, and the transactions contemplated hereby and thereby, and the acts of the officers of Purchaser in carrying out the terms and provisions hereof and thereof, have been authorized and approved by all corporate action required to be delivered, to LEDCO taken on the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number part of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably requestPurchaser. (c) a duly executed, irrevocable notice of assumption in respect of the Assigned Contracts and Dual Contracts, substantially in the forms attached hereto as Exhibits D1 and D2, as necessary to enable the Company to vest in or confirm to Purchaser full and complete right, title and interest in and to all of the Acquired Assets pursuant to the provisions of this Agreement. 4.2.4. Purchaser shall pay to the Company the Purchase Price, as adjusted pursuant to Section 3.3. Such payment shall be made in immediately available funds transferred by wire transfer to the Company’s bank account designated by the Company to Purchaser, in writing, at least three (3) Business Days prior to the Closing Date. 4.2.5. The Sellers parties shall duly execute, deliver and exchange, and shall procure the following documents:execution, delivery and exchange by the Escrow Agent, of the Adjustment Escrow Agreement and the Indemnity Escrow Agreement. (i) to LEDCO4.2.6. The parties shall duly execute, duly executed assignments deliver and exchange the Hosting Agreement, in the form attached hereto as Exhibit A effecting E. 4.2.7. The parties shall duly execute, deliver and exchange the immediate and unconditional sale, assignment and irrevocable transfer of DataSight Shares to LEDCO, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to DataSight, as agent for LEDCO, all share certificates in respect of DataSight SharesCooperation Agreement.

Transactions at Closing. At the Closing, the following transactions shall take placeoccur, which transactions shall be deemed as having taken to take place simultaneously simultaneously, and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a1) LEDCO The Company and the Sellers shall deliver to DataSight, as agent for Sellers, the Purchaser the following agreements and documents: (i) A treasury order the Escrow Agreement executed by the LEDCO Secretary corresponding to Shareholders Representative and the number of shares of Series A Preferred Stock issued in the name of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule IEscrow Agent; (ii) True copies of all consents and waivers obtained by LEDCOa certificate, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and/or shall take the following actions: (i) Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver the following documents: (i) to LEDCO, duly executed assignments in the form attached hereto as Exhibit A effecting E, executed on behalf of the immediate Company by its chief executive officer, certifying (i) that the conditions set forth in ‎Section 8.01 and unconditional sale‎Section 8.02 have been duly satisfied; and (ii) the resolutions of the board of directors and the shareholders of the Company approving this Agreement and the Transactions; (iii) a legal opinion of Pearl, assignment Cohen, Zedek, Latzer, Baratz, counsel to the Company and irrevocable to the Sellers other than Acorn and of Eillenberg & Kxxxxx counsel of Acorn, in the form attached hereto as Exhibit F and F-1, respectively; (iv) share transfer deeds for the Purchased Shares in the form attached hereto as Exhibit G, duly executed by each Seller in favor of DataSight the Purchaser (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit in the form attached hereto as Exhibit G-1 evidencing that such certificate was lost or never issued; (v) executed resolutions of the shareholders of the Company in the form attached hereto as Exhibit H (i) approving this Agreement and the Transaction Documents, and the consummation of the Transactions, and (ii) amending the current articles of association of the Company, including all amendments thereto (the “Current Articles”) by replacing them in their entirety with the amended and restated articles of association of the Company, attached hereto as Exhibit H-1 (the “Amended Articles”), and approving the appointment as directors of the Company of such person or persons to be identified by the Purchaser, such number of persons shall not be more than three (3); (vi) executed resolutions of the board of directors of the Company in the form attached hereto as Exhibit I approving this Agreement and the Transaction Documents, and the consummation of the Transactions, the registration of the Share Transfer Deeds, the appointment as directors of the Company such person or persons to be identified by the Purchaser, the acceptance of the resignations of the existing directors of the Company listed in Exhibit I-1, and the adoption of new signatory rights in the Company acceptable to Purchaser; (vii) the appointment of a firm of Independent Certified Public Accountants in the State of Israel who are affiliated with one of the “big four” U.S. accounting firms; (viii) written resignations of directors, listed in Exhibit I-1, from their positions as directors effective as of the Closing Date, in the forms attached hereto as Exhibit J; (ix) the Spousal Consent to entering into this Agreement and consummating the transactions contemplated hereby, including, without limitation, the transfer and sale of Purchased Shares held by such Seller to the Purchaser pursuant to the terms hereof, validly executed by the spouse of such Seller and delivered by the Seller to the Purchaser concurrently with the signing of this Agreement in the form of Exhibit K, shall be in full force and effect; (x) the register of members of the Company evidencing the transfer and ownership of all of the Purchased Shares to LEDCOthe Purchaser certified by a director of the Company; (xi) a new and validly executed share certificate(s) covering all of the Purchased Shares, issued in the name of the Purchaser; (xii) evidence that the Company is in good standing and has paid any annual registration fees due to the Israeli Companies’ Registrar; (xiii) the new employment agreements in the form attached hereto as Exhibit L, executed by each employee of the Company party thereto in a form approved by the Purchaser (the “New Employment Agreements”); (xiv) Assignments of Intellectual Property in favor of the Company in the form attached hereto as Exhibit M validly executed by each of the persons listed on Exhibit M-1; (xv) Executed shareholders agreement executed by all parties thereto, other than the Purchaser, in the form attached hereto as Exhibit N (the “Shareholders Agreement”); (xvi) The Amended and Restated Loan Agreement among the Company, Acorn and Purchaser (the “Amended and Restated Loan Agreement”), executed by all parties thereto on the date hereof, in the form attached hereto as Exhibit O; (xvii) A Non-Signing Seller Exercise, Sale and Waiver Letter executed by each of the Non-Signing Sellers; (xviii) A Signing Seller Exercise, Sale and Waiver Letter executed by each of the Signing Sellers on the date hereof; (xix) Executed releases on all Liens on the Purchased Shares ensuring that the Purchased Shares shall be transferred at Closing to the Purchaser free and clear of any and all Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and; (iixx) such other documents or instruments as the Purchaser may reasonably request or may be required to DataSighteffect the transactions contemplated by the Transaction Documents. (2) The Purchaser shall deliver to the Shareholders Representative the Escrow Agreement executed by the Purchaser and the Escrow Agent, the Shareholders Agreement executed by the Purchaser, and, subject to ‎Section 2.03, shall transfer to the Paying Agent the Closing Payment in readily available funds, enabling the Paying Agent to perform a distribution to each of the Sellers of such amounts as agent for LEDCOshall be determined in accordance with the terms of this Agreement, all share certificates and shall transfer to the Paying Agent the Interim Loan Amount Purchase Price in respect of DataSight Sharesreadily available funds on the Interim Loan Amount Confirmation Date.