Common use of Transactions at the Closing Clause in Contracts

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1a) Seller Buyer shall transfer pay the Closing Payment to the Purchaser Escrow Agent; (b) The Escrow Agent shall disburse the Purchased SharesClosing Payment to or for the benefit of Seller in accordance with the Disbursement Schedule; provided, free however that (a) any amounts payable to Seller’s employees shall be remitted to Seller for disbursement, (b) any expenses or other amounts payable by Seller hereunder shall be retained by the Escrow Agent for appropriate payment disbursement in accordance with this Agreement or the Escrow Agreement, (c) the Escrow Holdback shall be retained by the Escrow Agent to be held and clear of any disbursed in accordance with the Escrow Agreement, and all Encumbrances(d) the balance, if any, shall be paid by the Escrow Agent to Seller in accordance with written instructions provided by Seller. (2c) Buyer shall deliver to Seller the certificates referred to in Sections 11.1 and 11.2; (d) Buyer shall deliver to Seller executed copies of the Tax elections described in ARTICLE IV; (e) Buyer shall provide to Seller a certificate of good standing with respect to its jurisdiction of formation; (f) Seller shall deliver to Purchaser duly executed irrevocable instructions from Buyer an assignment of Contracts, Licenses, assignments in registrable form of all trademarks, service marks, patents, copyrights, domain names, general intellectual property and registrations or applications for the Seller to the broker holding same included within the Purchased Shares or to Assets and a bxxx of sale and assignment covering the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer balance of the Purchased Shares Assets, in form satisfactory to the respective accounts Buyer and its counsel, together with such other instruments of sale, transfer, conveyance, assignment and confirmation, and Seller shall take such further actions, as Buyer may reasonably deem necessary or desirable in order to transfer, convey and assign to Buyer, and to confirm Buyer’s title to, all of the PurchaserPurchased Assets, as shall be provided to Seller by Purchaser.put Buyer in actual possession and operating control thereof and to assist Buyer in exercising all rights with respect thereto; (3g) The Purchaser Seller shall transfer deliver to the bank account Buyer a copy of all of the Books and Records of Seller; (h) Seller and the Purchase Price. The Purchase Price Shareholders shall be paid deliver to Buyer the certificates referred to in US$ by wire transfer Sections 10.1, 10.2 and 10.3; (i) Seller shall deliver to Buyer the opinion of immediately available funds. Any tax due by counsel referred to in Section 10.4; (j) Seller shall provide to Buyer a certificate of compliance with respect to its jurisdiction of formation and certificate of status for each other jurisdiction in which Seller does business; (k) Seller shall deliver to Buyer certified copies of personal property security reports for each jurisdiction in which Seller does business, obtained by Seller at its sole expense, with currency dates of not earlier than five (5) days prior to the Seller's sale Closing Date, showing that as of the currency date of said report, there are no financing statements on file in the personal property registration systems of such jurisdictions with respect to any of the Purchased Shares Assets except for Permitted Liens or Liens for which pay-off letters in form satisfactory to Buyer have been delivered in the manner described in Section 10.6; (l) Seller shall be borne exclusively deliver to Buyer a certificate issued by the Ministry of Finance of Ontario pursuant to section 6 of the Retail sales Tax Act (Ontario), which indicates that the Seller and has paid all taxes collectible or payable under the said Act up to the Closing Date or has entered into an arrangement satisfactory to the said Minster for the payment of such taxes; (m) Seller shall indemnify deliver to Buyer all other properties, documents and certificates required to be delivered to Buyer hereunder, to the Purchaser extent not theretofore delivered; and (n) Seller shall deliver to Buyer executed copies of the Tax elections described in ARTICLE IV; (o) Seller, CVF, Heptagon and Shepherd Group shall execute and deliver the event that any taxing authority requires Purchaser Non-Competition Agreement referred to pay in Section 10.7; (p) Seller shall deliver a certified copy of its articles of incorporation, by-laws and the tax liability resolutions of Seller its board of directors and minutes of the meeting of its shareholders approving the transactions contemplated herein, together with duly executed incumbency certificates; and (q) Escrow Agent shall either cause lien releases to be filed with respect to the sale each Lien that is to be paid out of the Purchased Shares hereunder. The Purchaser Closing Payment or shall deliver appoint Cxxxxxx Xxxxx & Bxxxxxxxx LLP, Buyer’s Canadian counsel, as agent to the Seller, promptly following make such filings on its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritybehalf.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing"a) shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, Seller shall deliver to Buyer the following transactions shall occur, which transactions shall be deemed 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 have been deliveredfollowing: (1i) assignments of the Licenses and other pertinent authorizations transferring the same to the Buyer in customary form and substance; (ii) the certificates contemplated by Sections 7.2 and 7.4; (iii) a copy of the resolutions of the board of directors of Seller's General Partner authorizing the execution, delivery and performance of this Agreement and the agreements and documents listed in Section 2.2 of the Disclosure Schedule, if any (the "Ancillary Agreements"), and the consummation of the transactions contemplated hereby and thereby, together with a certificate of the Secretary of Seller's General Partner, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iv) all real property transfer tax returns and other similar filings required by law in connection with the transactions contemplated hereby, all duly executed and acknowledged by Seller. Seller shall transfer also have executed such affidavits in connection with such filings as shall have been required by law or reasonably requested by Buyer. (v) affidavit of an officer of Seller, sworn to under penalty of perjury, setting forth Seller's name, address and Federal tax identification number and stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986 (the "Code"). If, on or before the Closing Date, Buyer shall not have received such affidavit, Buyer may withhold from the Purchase Price payable at Closing to Seller pursuant hereto such sums as are required to be withheld therefrom under Section 1445 of the Code. (vi) a xxxx of sale and all other appropriate documents and instruments assigning to Buyer good and marketable title to the Purchaser the Purchased Shares, Station Assets free and clear of any security interests, mortgages, liens, pledges, attachments, conditional sales contracts, claims, charges or encumbrances of any kind whatsoever; (vii) the Ancillary Agreements, duly executed by Seller as appropriate; (viii) the originals of all written consents of the respective lessors, landowners, grantors and any other persons or entities whose consents may be required to permit Buyer to assume the liabilities, contracts, leases, licenses, understandings and agreements constituting the Real Estate Contracts and the Contracts including the following: (i) a grant of easement granting to Buyer all Encumbrancesof Seller's rights pursuant to that certain Grant of Easement dated November 7, 1994 between Headliner Broadcasting, Inc., as grantor, and Seller, as grantee (the "HEADLINER EASEMENT"); (ii) a Cancellation of Headliner Easement canceling all of Seller's rights to the Headliner Easement; (iii) prior written consent of the Headliner Easement to Buyer as required pursuant to that certain Easement Agreement entered into as of August 18, 1989, by and between Xxxxxx Xxxxxxxx and others, as grantors, and KLOK Radio, a limited partnership, doing business as Radio KFIG, as grantee, recorded as Instrument No. 91075013 in the official records of the County Recorder of Fresno County, California and subsequently assigned by Headliner Broadcasting, Inc. on November 1, 1989 to Seller; (ix) evidence satisfactory to Buyer's counsel that no financing statements are outstanding on the Station Assets; (x) all files, records, logs, and program materials relating to the Station; (xi) the opinion of counsel for Seller, dated the Closing Date, as described in Section 7.8; (xii) assignments to Buyer of all the Contracts and Real Estate Contracts in form satisfactory to Buyer; (xiii) a current estoppel certificate from the Landlord under each Real Property Contract in form satisfactory to counsel to Buyer; and (xiv) such other documents and instruments as Buyer may reasonably request to consummate the transactions contemplated hereby. (2b) Seller At the Closing, Buyer shall deliver or cause to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided delivered to Seller by Purchaser.the following: (3i) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale ; (ii) a copy of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale resolutions of the Purchased Shares hereunder. The Purchaser shall deliver to board of directors of Buyer authorizing the Sellerexecution, promptly following its receiptdelivery and performance of this Agreement and the Ancillary Agreements, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to and the Seller and its sale consummation of the Purchased Shares. Without derogating from Seller's indemnification obligations transactions contemplated hereby and thereby, together with a certificate of the Secretary of Buyer dated as set forth above of Closing Date, that such resolutions were duly adopted and are in full force and effect; (iii) the Purchaser's right certificates contemplated by Sections 8.1 and 8.2; (iv) the Ancillary Agreements, duly executed by Buyer as appropriate; (v) the opinion of counsel for Buyer, dated the Closing Date, as described in Section 8.5; and (vi) an Agreement of Assumption of Liabilities and such other documents and instruments as Seller may reasonably request to timely comply with any requirement made to it by a taxing authority, consummate the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritytransactions contemplated hereby.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing"a) shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions Sellers shall occur, which transactions shall deliver or cause to be deemed delivered 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 have been deliveredthe Buyer: (1i) Seller shall transfer a statement of the Company prepared and duly executed in accordance with, and otherwise conforming to, the requirements of Treasury Regulation Section 1.1445-11T(d)(2) that withholding is not required; (ii) a statement from each Blocker Corporation Parent, relating to the Purchaser applicable Blocker Corporation, prepared and duly executed in accordance with, and otherwise conforming to, the requirements of Treasury Regulation Section 1.1445-2 that withholding is not required; (iii) a counterpart to the Escrow Agreement signed by the Sellers Representative; (iv) if a Seller of Purchased Units, duly endorsed assignments of their respective Units; and (v) if a Blocker Corporation Parent, certificates representing their respective Blocker Corporation Shares, free and clear duly endorsed in blank or accompanied by powers of any and all Encumbrancesattorney duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed. (2b) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller At or prior to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser.Closing: (3i) The Purchaser Buyer shall transfer deposit or shall cause to be deposited with the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ Paying Agent by wire transfer of immediately available funds. Any tax due by Seller with respect funds in US dollars, for the benefit of the Sellers and the Warrant Holders an amount equal to the Seller's sale Closing Payment; provided, that an amount equal to 20% of the Purchased Shares portion of the Estimated Purchase Price due to the Founders and the Founder Affiliates shall be borne exclusively deducted from the amount of the Closing Payment and instead be paid by the Seller Buyer directly to the Founders and Seller shall indemnify the Purchaser Founder Affiliates in the event that any taxing authority requires Purchaser to pay the tax liability form of Seller with respect to the sale shares of restricted stock of the Purchased Shares hereunder. The Purchaser Buyer, and valued at the trailing 10 trading day volume weighted average price of the Buyer’s stock on the New York Stock Exchange (the “NYSE”) on the trading day immediately preceding the Closing Date (the “Issue Price”), provided, that in no event shall the Issue Price be permitted to exceed 115%, or be less than 85%, of the closing price of the Buyer’s stock on the NYSE on the date hereof (such shares, the “Founder Restricted Shares”); and (ii) the Buyer shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect Sellers and the Warrant Holders a counterpart to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authorityEscrow Agreement.

Transactions at the Closing. The closing of the following transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions Closing: (a) Seller shall deliver to the Closing Purchaser all such bills of sale, assignments, evidences of consent, and other instruments or documents as in the opinion of counsel to the Purchaser may be reasonably necessary or desirable to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all other properties and assets to be sold to the Purchaser by Seller hereunder as well as the other transaction contemplated by, and in connection with, the Transaction Agreements, in each case free and clear of all liens, mortgages, security interests, pledges, charges, and encumbrances (except such as are listed in Schedule 2.06). Seller shall have been satisfied also deliver to the Purchaser all books and all legally required regulatory approvals records of Seller (including the approval of the Controller of Restrictive Trade Practicesexcept minute books, stock ledgers and stock transfer books, which approval Seller hereby covenants and agrees shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed available for inspection by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”Purchaser). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant Seller and its officers, employees, counsel, and agents shall be afforded free and full access to this Section 3 if such Party's failure its tax and accounting records relating to fulfill any of its obligations under this Agreement shall have been a principal reason that periods prior to the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions and shall be deemed permitted to take place simultaneously make extracts from and no transaction shall be deemed to have been completed or any document delivered until all copies of such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrancesrecords. (2b) Seller Subject to Section 4.06 hereof, Acquisition shall deliver to Purchaser duly executed irrevocable instructions from the Seller (i) to the broker holding Escrow Agent for deposit into the Purchased Shares or Escrow Account until the date six calendar months following the date of the Closing stock certificates registered in the name of each of the New Purchaser Stockholders identified on Schedule 4.01(a)(i) as subject to the holder registered Escrow Agreement for that number of shares of Purchaser Common Stock as holding set forth on Schedule 4.01(a)(i), and (ii) to the Purchased Shares with any registration company or otherwiseSeller, instructing the electronic transfer documentation evidencing cancellation of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by PurchaserBridge Note. (3c) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to Seller an instrument of assumption of the Sellerobligations and liabilities of Seller that Purchaser has agreed to assume pursuant to Section 4.01(a)(iii), promptly following its receiptsubstantially in the form of Exhibit 4.03(c). In addition, any notice, demand or claim it receives from any taxing authority in respect Purchaser shall deliver a specific instrument of assumption of any tax due with respect contractual obligation of Seller which the Purchaser has agreed to assume pursuant to Section 4.01(a)(iii) if a party thereto (other than Seller) shall condition the assignment thereof to the Seller and its sale Purchaser on receipt of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authorityspecific instrument.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to At the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions events shall occur, which transactions shall be each event being conditioned on the occurrence or waiver of each other event and deemed to take place occur 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 have been deliveredwith each other event: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2a) Seller shall deliver to Purchaser duly Buyer: (i) the Assignment executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwiseby Seller; (ii) resignations by each officer and each member, instructing the electronic transfer alternative member and non-voting committee member of the Purchased Shares to the respective accounts Company that is an officer, employee, director, agent or other representative of Seller; (iii) four (4) originals of the Purchaser, Certificate executed by an authorized officer or an attorney-in-fact of Seller; (iv) four (4) originals of the Non-Foreign Certificate executed by an authorized officer or an attorney-in-fact of Seller; (v) the IDC Termination and Release executed by Seller Parent; (vi) four (4) originals of resolutions of Seller's Board of Directors or other governing body authorizing the transactions contemplated by this Purchase and Sale Agreement and the Closing Documents to which Seller is a party (including designation of the Persons authorized to execute this Purchase and Sale Agreement on behalf of Seller and the Closing Documents to which it is a party); and (vii) such other instruments and agreements as shall be provided necessary or appropriate to Seller by Purchasercomply with Seller's obligations under this Purchase and Sale Agreement. (3b) The Purchaser Buyer shall transfer deliver to Seller: (i) cash in an amount equal to the bank account of the Seller the Purchase Price. The Purchase Price and the Hedge Termination Price, which amount shall be paid in US$ cash in U.S. Dollars by wire transfer of immediately available funds. Any tax due ; (ii) the Assignment executed by Buyer; (iii) four (4) originals of the Certificate executed by an authorized officer or an attorney-in-fact of Buyer; (iv) the IDC Termination and Release executed by Buyer; (v) four (4) originals of resolutions of Buyer's Board of Directors or other governing body authorizing the transactions contemplated by this Purchase and Sale Agreement and the Closing Documents to which Buyer is a party (including designation of the Persons authorized to execute this Purchase and Sale Agreement on behalf of Buyer and the Closing Documents to which it is a party); and (vi) such other instruments and agreements as necessary or appropriate to comply with Buyer's obligations under this Purchase and Sale Agreement. (c) Seller with respect shall contribute to the Seller's sale of Company the Purchased Shares shall be borne exclusively by the Seller and Hedge Termination Price. (d) Seller shall indemnify instruct the Purchaser Company to cancel and terminate the Subject Hedges in the event that any taxing authority requires Purchaser to pay the tax liability of Seller accordance with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritySection 5.06.

Transactions at the Closing. The closing of the following transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions Closing: (a) Seller shall deliver to the Closing shall have been satisfied and Purchaser all legally required regulatory approvals (including such warranty deeds in form for recording, bills of sale, assignments, evidences of consent, certificates representing all the approval outstanding shares of capital stock of the Controller Seller Subsidiaries and certificates representing all other securities (in each case duly endorsed in blank or accompanied by stock or other powers duly endorsed in blank, with signatures guaranteed by a commercial bank located in the City of Restrictive Trade PracticesNew York or a member of the firm of the New York Stock Exchange, Inc., and with all stock transfer and any other required documentary stamps affixed thereto), and other instruments or documents as in the opinion of counsel to the Purchaser may be necessary or desirable to evidence or perfect the sale, assignment, transfer, and conveyance of good and marketable title in fee simple absolute to all real properties and of good title to all other properties and assets to be sold to the Purchaser by Seller hereunder, in each case free and clear of all liens, mortgages, security interests, pledges, charges, and encumbrances (except such as are listed in paragraph 3.06(a) of the Seller Disclosure Letter). Seller shall also deliver to the Purchaser such of the books and records of Seller (except stock ledgers and stock transfer books, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may always be agreed available for inspection by the Parties (the time and date of the Closing being herein referred to Purchaser) as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim reasonably requested by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such terminationPurchaser; provided, however, that no Party may terminate this Agreement pursuant Seller and its officers, employees, counsel, and agents shall be afforded free and full access to this Section 3 if such Party's failure its tax and accounting records relating to fulfill any of its obligations under this Agreement shall have been a principal reason that periods prior to the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions and shall be deemed permitted to take place simultaneously make extracts from and no transaction shall be deemed to have been completed or any document delivered until all copies of such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrancesrecords. (2b) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to Seller a certificate registered in its name for 600,000,000 shares of Purchaser Common Stock. (c) The Purchaser shall deliver to Seller an Assignment and Assumption of the Sellerobligations and liabilities of Seller which the Purchaser has agreed to assume pursuant to Section 4.01, promptly following its receiptsubstantially in the form of Exhibit 4.01(a). In addition, any notice, demand or claim it receives from any taxing authority in respect the Purchaser shall deliver a specific instrument of assumption of any tax due with respect contractual obligation of Seller which the Purchaser has agreed to assume pursuant to Section 4.01(a) if a party thereto (other than Seller) shall condition the assignment thereof to the Seller and its sale Purchaser on receipt of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authorityspecific instrument.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3a) The Purchaser shall transfer make the following deliveries: (i) payment of an amount equal to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ Cash Payment by wire transfer of immediately available funds. Any tax due by ; (ii) a Pledge Agreement in substantially the form of Exhibit B attached hereto for each Seller with respect (the “Pledge Agreements”) as collateral security for the Notes; (iii) duly executed Notes; (iv) certificate of an officer of the Purchaser as to the Seller's sale incumbency of the Purchased Shares shall be borne exclusively by the Seller officer authorized to execute this Agreement and Seller shall indemnify each other document to which it is a party; and (v) a certificate of an officer of the Purchaser in certifying that the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect conditions to the sale Sellers’ obligations hereunder set forth in Section 7.3 have been satisfied. (b) The Company and the Sellers shall make the following deliveries to the Purchaser: (i) stock certificates evidencing the Shares, accompanied by a stock power or other instruments of transfer duly executed; (ii) duly executed Non-Compete and Non-Solicitation Agreements for each Seller, in substantially the form of Exhibit C attached hereto; (iii) a copy of the Purchased Shares hereunder. The Purchaser shall deliver Organizational Documents of the Company and each of its Subsidiaries, each as amended through the Closing Date, certified by an authorized officer of the Company; (iv) a certificate of an authorized officer of the Company as to the Seller, promptly following incumbency of its receipt, any notice, demand or claim it receives from any taxing authority in respect officers authorized to execute this Agreement and each other document to be executed at the Closing on behalf of any tax due with respect the Company; (v) a certificate dated not later than ten (10) Business Days prior to the Seller and its sale Closing Date from the Secretary of State of the Purchased Shares. Without derogating state of incorporation of the Company and each of its Subsidiaries, and each state where each entity is duly registered as a foreign corporation as to the good standing of the Company and each of its Subsidiaries; (vi) the consents required to be obtained from Seller's indemnification obligations as third parties to allow the completion of the transactions contemplated hereby set forth above on Schedule 1.4(b)(vi), which shall include all of the consents set forth on Schedule 3.4 (the “Required Consents”); (vii) resignation letters from each of the directors and officers of the Company and each of its Subsidiaries, effective immediately as of the Closing; (viii) a certificate of an authorized officer of the Company certifying in such capacity that the conditions to the Purchaser's right to timely comply with any requirement made to it by a taxing authority’s obligations hereunder set forth in Sections 7.2(a), the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.7.2(b),

Transactions at the Closing. The closing of the following transactions set forth herein (the "Closing") shall --------------------------- take place at York Gatethe Closing: (a) Seller and the Shareholders shall deliver to Purchaser all such warranty deeds in form for recording, 000 Xxxxxxxxxx Xxxxbills of sale, Xxxxxxassignments, Xxxxxxxevidences of consent, within ten business days after and other instruments or documents as in the date on which opinion of counsel to Purchaser may be necessary or desirable to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all conditions properties and assets to the Closing be sold to Purchaser by Seller under this Agreement, in each case free and clear of all liens, mortgages, security interests, pledges, charges, and encumbrances (except such as are listed in Schedule 1.3). Seller shall have been satisfied also ------------ deliver to Purchaser all books and all legally required regulatory approvals records of Seller (including the approval of the Controller of Restrictive Trade Practicesexcept minute books, stock ledgers and stock transfer books, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”always be available for inspection by Purchaser)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant Seller and its officers, employees, counsel, and agents shall be afforded free and full access to this Section 3 if such Party's failure its tax and accounting records relating to fulfill any of its obligations under this Agreement shall have been a principal reason that periods prior to the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions and shall be deemed permitted to take place simultaneously make extracts from and no transaction shall be deemed to have been completed or any document delivered until all copies of such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrancesrecords. (b) Parent shall deliver to Seller the Shares, which shall be deposited into escrow as provided in Article 2. (c) Purchaser shall deliver to Seller an instrument of assumption of the obligations and liabilities of Seller which Purchaser has agreed to assume pursuant to Section 1.1(a)(ii). In addition, Purchaser shall deliver a specific instrument of assumption of any contractual obligation of Seller that Purchaser has agreed to assume pursuant to Section 1.1(a)(ii) if a party thereto (other than Seller or any Shareholder) shall condition the assignment thereof to Purchaser on receipt of such specific instrument. (d) Parent shall deliver to Purchaser duly executed irrevocable instructions from those certain stock option agreements granting the Seller Shareholders the right to purchase as many as 175,000 shares of Parent Common Stock on the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be terms provided to Seller by Purchasertherein. (3e) The Purchaser shall transfer If and to the bank account extent required by creditors and other obligees of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receiptParent shall on the Closing Date and thereafter deliver such guarantees to such creditors and obligees, any notice, demand or claim it receives from any taxing authority provided that they are in respect of any tax due with respect a form reasonably acceptable to the Seller Parent and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritycounsel.

Transactions at the Closing. The closing of the following transactions set forth herein (the "Closing") shall take place at York Gatethe Closing in the order listed whereby no more than the Purchase Price amount will be loaned by Buyer to the Company at Sellers' request at the Closing. (a) Buyer will loan the Company, 000 Xxxxxxxxxx Xxxxat Closing, Xxxxxx, Xxxxxxx, within ten the amount requested by Sellers at least two (2) business days after the date on which all conditions prior to the Closing shall have been satisfied to allow the Company to meet its and the Sellers' obligations under this Agreement, including, without limitation the Bonus Payments, the Indebtedness for Borrowed Money, and all legally required regulatory approvals (including the approval of the Controller professional fees and brokerage fees incurred by the Company in regard to preparing the Company for sale and selling it to the Buyer. (b) Sellers shall deliver to Buyer (i) the original stock certificates representing the Shares, endorsed in blank or accompanied by duly executed assignment documents, (ii) the Noncompetition Agreements, (iii) duly executed resignations of Restrictive Trade Practiceseach of the officers, (other than Non-Transferred Employees), Executives and directors of the Company and each of the trustees and fiduciaries of each pension and other plan of the Company, (iv) duly executed releases of each of the Executives, (v) all minute books and corporate and stock records of the Company other than those which approval shall not include any conditions or restrictions relate to the Retained Business, and (the “Anti-trust Approval”)vi) shall have been obtainedall other instruments of transfer and all other related documents, or thereafter at such other timeif any, date and place as may be agreed by reasonably necessary to evidence or perfect the Parties (the time sale, assignment, transfer, and date conveyance to Buyer of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1) Seller shall transfer good title to the Purchaser the Purchased Shares, free and clear of any and all EncumbrancesShares in accordance with this Agreement. (2c) Seller The Company shall deliver to Purchaser duly executed irrevocable instructions from Buyer any documents or records, including payoff letters reasonably requested by Buyer, including, without limitation, releases of Encumbrances on the Seller Shares and releases of all other obligations of the Company and Encumbrances securing the same, which the Sellers have agreed hereunder to discharge on or prior to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by PurchaserClosing Date. (3d) Sellers shall cause Adtime to repay the Loan Amount to the Company. (e) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser Parties shall deliver to the Sellereach other such other agreements, promptly following its receiptinstruments, any noticeopinions, demand certificates, and other documents referred to in or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it contemplated by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritythis Agreement.

Transactions at the Closing. (a) At the Closing: (i) The closing Parent shall deliver to Purchaser certificates representing the Purchased Shares, duly endorsed in blank or accompanied by duly executed stock powers, and such other instruments of transfer requested by and reasonably satisfactory to Purchaser and its counsel for consummation of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations contemplated under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closingand as are necessary to vest in Purchaser, the following transactions shall occur, which transactions shall be deemed title in and 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 have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all EncumbrancesLien or Liability, other than restrictions imposed by federal or applicable state securities laws. (2ii) Seller The Parent shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer resignations of the Purchased Shares to the respective accounts officers and directors of the Purchaser, Company effective as shall be provided to Seller by Purchaserof the Closing Date. (3iii) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the SellerParent a promissory note in the principal amount of $2,500,000 (the “Note Amount”) from Purchaser and the Company as co-makers in the form agreed by the parties and a mortgage securing the obligations under such note with the Company’s real property located at 200 Xxxxxxxx Xxxxxx, promptly following its receiptSouth Windsor, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect CT 06074. (iv) Purchaser shall deliver to the Seller Parent an amount equal to (i) the Estimated Purchase Price less (ii) the Note Amount by wire transfer in immediately available funds to the Parent’s account as shall be directed by the Parent at least three (3) Business Days prior to Closing. (v) The Company shall have obtained and its sale delivered to Purchaser copies of such Consents as are necessary to effectuate the transaction contemplated hereby and so that the Company will have the ability to operate the Business in substantially the manner conducted as of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and date hereof. (b) Within five (5) Business Days of the Purchaser's right to timely comply with any requirement made to it by a taxing authoritydetermination of the Actual Adjusted Working Capital, the Seller Purchaser shall have compute the right Adjusted Purchase Price. If the Adjusted Purchase Price is less than the Estimated Purchase Price, the Parent shall pay the deficit to Purchaser by wire transfer within two (at its sole discretion 2) business days of the determination of the Actual Purchase Price and expenseif the Adjusted Purchase Price exceeds the Estimated Purchase Price, Purchaser shall pay the excess to the Parent, by wire transfer, within two (2) to directly negotiate and settle any such tax requirement with business days of the relevant taxing authoritydetermination of the Actual Purchase Price.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occurtake place, which transactions shall be deemed 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 have been delivered: (1) Seller 2.2.1 The Company shall transfer deliver to the Purchaser Investor: 2.2.1.1 True and correct copies of the resolutions of the Board of Directors (the “Board”), approving the transactions contemplated herein including the issuance of the Purchased Shares; 2.2.1.2 True and correct copy of minutes of meeting of the Company’s shareholders approving and adopting the execution, free delivery and clear performance by the Company of any this Agreement and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller transactions contemplated hereby, to the broker holding extent required under applicable law; and 2.2.1.3 An approval from TASE approving the listing and registration for trading of the Purchased Shares or to on the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of TASE; 2.2.2 The Company shall issue the Purchased Shares to the respective accounts Investor by transferring to the nominee company of the PurchaserCompany (The Tel-Aviv Stock Exchange Nominee Company Ltd.) (the “Nominee Company”) all the documents and information required in order to register the Purchased Shares in the name of the Nominee Company, as in favor of the stock exchange member; the Investor hereby instructs the Company to procure that the Purchased Shares shall be provided credited to Seller by Purchaser.his bank account as follows: Account Name: Medigus Ltd. Account Number: 117000/26 Bank: Hapoalim. Bank Code: 12 Branch: 707 (3) The Purchaser shall 2.2.3 At the Closing, the Investor shall, transfer to the bank account of Company the Seller Cash Consideration to be invested at the Purchase Price. The Purchase Price shall be paid in US$ Closing by wire transfer of immediately available funds. Any tax due by Seller with respect funds according to the Seller's sale Company’s wire instructions set forth below. Failure of the Purchased Investor to transfer the Cash Consideration shall entitle the Company, without derogating from any other remedy available to it under applicable law, to immediately terminate the Agreement. Details of Company’s bank account are as follows (“Company’s Bank Account”): Account Name: Gix Internet Ltd. Account Number: 322600/57 Currency: NIS Bank: Leumi. Bank Code: 10 Branch: 864 2.2.4 At the Closing, the Investor shall issue and transfer to the Company the Medigus Shares, Free and Clear. Failure of the Investor to issue and transfer the Medigus Shares shall be borne exclusively by entitle the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the SellerCompany, promptly following its receipt, any notice, demand or claim it receives without derogating from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made other remedy available to it by a taxing authorityunder applicable law, to immediately terminate the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authorityAgreement.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the parties shall take the following transactions shall occuractions, which transactions shall be deemed to take place occur 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 have been deliveredat the Closing: (1a) Purchaser shall take the following actions: (i) deliver to Seller shall the Closing Payment by means of wire transfer of immediately available funds into one or more bank accounts designated in writing by Seller to Purchaser prior to the Closing Date; and (ii) deliver to Seller the following: (A) an Assumption Agreement, in substantially the form attached hereto as Exhibit B, duly executed by Purchaser and reflecting the Purchased Sharesassumption of the Assumed Liabilities; (B) a consulting agreement between the Purchaser and Xxxxx X. Xxx, free in substantially the form attached hereto as Exhibit C (the “Consulting Agreement”), duly executed by the Purchaser; (C) the License Agreement required to be delivered pursuant to Section 6.5, duly executed by the Purchaser; and (D) such other documents or certificates as are deemed reasonably necessary by Seller and clear of any and all Encumbrancesits counsel. (2b) Seller shall deliver to Purchaser the following: (i) a Xxxx of Sale and Assignment Agreement, in substantially the form attached hereto as Exhibit D, duly executed irrevocable instructions by Seller; (ii) assignments of Intellectual Property Assets, as Purchaser reasonably deems necessary or appropriate, duly executed by Seller; (iii) a certificate of the Secretary of Seller certifying as to: (A) the articles of incorporation of Seller, as certified by the Secretary of State of the State of Illinois not earlier than ten (10) days prior to the Closing Date; (B) the by-laws of Seller; (C) resolutions duly adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and any agreements, instruments, certificates or other documents executed by Seller pursuant to this Agreement; and (D) the incumbency of its officers authorized to execute this Agreement and such other agreements or documents on behalf of Seller; (iv) a certificate from the Seller Secretary of State of the State of Illinois as of a date not earlier than ten (10) days prior to the broker holding Closing Date as to the existence and good standing of Seller; (v) each of the consents required to be obtained from third parties as identified under Section 4.5 and Section 4.12 of this Agreement; (vi) the Consulting Agreement, duly executed by Xxxxx X. Xxx; (vii) a pay-off letter from each lender of the Company with respect to any Indebtedness indicating (A) the aggregate amount owed to such lender as of the Closing (collectively, the “Payoff Amount”) and (B) that, upon payment of such amount, all amounts due and owing such lender by the Company shall be deemed satisfied and paid in full, such lender or creditor shall release all of its Liens and Encumbrances outstanding on or against the Purchased Shares Assets or Seller, and shall authorize the filing of UCC Termination Statements or such other documents or endorsements necessary to the holder registered as holding release of record such Liens and Encumbrances outstanding on or against the Purchased Shares with any registration company Assets or otherwiseSeller, instructing in form and substance satisfactory to Purchaser at the electronic transfer Closing; (viii) the License Agreement required to be delivered pursuant to Section 6.5, duly executed by Seller; (ix) copies of the Purchased Shares Confidentiality and Non-Compete Agreements required to be delivered pursuant to Section 6.6; (x) an assignment to Purchaser of Seller’s obligations under that certain lease agreement for Seller’s premises located at Xxxxx 000, 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 (the respective accounts “Lease”); (xi) an assignment to Purchaser of the Purchaser, as shall be provided Seller’s rights under that certain promissory note payable to Seller by Purchaser.Inline Enterprises, LLC in the original principal amount of $99,878.13 (the “Inline Note”); (3xii) The Purchaser shall transfer a certificate, duly completed and executed by Seller pursuant to the bank account Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer meaning of immediately available funds. Any tax due by Seller with respect to the Seller's sale Section 1445 of the Purchased Shares shall be borne exclusively Code; (xiii) such other documents or certificates as are deemed reasonably necessary by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritycounsel.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing"a) shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following Sellers shall deliver to the Purchaser all agreements, documents, instruments and certificates required to be delivered by the Seller (and, where applicable, executed by the Seller or a duly authorized officer of the Seller) at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, the Purchaser shall: (i) deliver the Closing Date Payment Amount to the Sellers and the Escrow Agent in accordance with Section 2.3 above; and (ii) deliver to the Seller all agreements, documents, instruments or certificates required to be delivered by the Purchaser at or prior to the Closing pursuant to Section 7.3 of this Agreement. For the purposes of the Closing, a copy of a bank wire transfer confirmation from the Purchaser’s bank shall be considered the satisfaction of this Section 2.5(b)(i). (c) The Purchaser acknowledges that the Refinanced Existing Indebtedness will become repayable in full on the Closing Date in accordance with the terms of the relevant agreements of such Indebtedness, as a result of the Acquisition. On the Closing Date, the Purchaser shall, as an essential condition to the sale of the Purchased Shares, and in addition to the payment of the Purchase Price, repay on behalf of the relevant Group Company, or cause the relevant Group Company to repay, the full amount of the Refinanced Existing Indebtedness on the Closing Date, with value date on the Closing Date. (d) The Sellers will cause the Existing Liens which have been granted in connection with the Existing Indebtedness to be released conditional upon repayment of the Refinanced Existing Indebtedness on the Closing Date. The Purchaser acknowledges that it will be responsible for the repayment of the full amount of the Refinanced Existing Indebtedness. (e) All transactions shall occur, which transactions to take place at the Closing shall be deemed to take place simultaneously on the Closing Date, and no transaction hereunder shall be deemed to have been completed completed, or any document delivered delivered, until all such transactions have been completed and all agreements, documents, instruments or certificates required documents to be delivered hereunder have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or nor any document delivered until all such transactions have been completed and all required documents have been delivered: 3.2.1. The Company shall deliver to each of the Investors the following duly executed documents in form satisfactory to them: (1i) Seller shall transfer A true and correct copy of the resolutions of the Company’s Board of Directors (the “Board”) adopted at or immediately prior to the Purchaser Closing, in the Purchased Sharesform attached hereto as Schedule 3.2.1(i), free by which the execution and clear delivery by the Company of each of this Agreement, the Shareholders Rights Agreement, the Shareholders Agreement, the Indemnification Agreements and any of the documents listed in this Section 3.2.1, and any and all other documents attached hereto or executed in furtherance of the transactions contemplated hereunder (collectively the “Transaction Documents”), and the performance by it of any and all Encumbrancesof its obligations hereunder and thereunder, has been approved, including the issuance of the Preferred D Shares (including the Milestone Shares and Capitalization Adjustment Shares (as defined in Section 5.4), if any), conversion of the Convertible Loans, the issuance of the Conversion Shares, the issuance to the Investors of any Ordinary A Shares (as defined in the Amended Articles) upon conversion of the Preferred D Shares (including the Milestone Shares and Capitalization Adjustment Shares, if any) in accordance with the terms of the Amended Articles (the “Ordinary A Shares”), and the increase of the shares available for ESOP. To the extent applicable, such resolution shall also include a specific waiver by the applicable directors of the veto rights set forth in Article 89B of the Articles. (2ii) Seller shall deliver to Purchaser duly executed irrevocable instructions from A true and correct copy of the Seller resolutions of the Company’s shareholders adopted at or immediately prior to the broker holding Closing, in the Purchased form attached hereto as Schedule 3.2.1(ii), by which (a) the execution and delivery by the Company of all Transaction Documents, and the performance by the Company of all of its obligations hereunder and thereunder, has been approved, including, inter alia, the creation of Preferred D Shares, the reservation of a sufficient number of Ordinary A Shares or to allow the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer conversion of the Purchased Shares (including the Milestone Shares and Capitalization Adjustment Shares, if any), and the adoption with immediate effect of the Amended Articles (as defined below) together with a duly completed and signed notice of such changes to the respective accounts Israeli Registrar of Companies, to be filed with the Israeli Registrar of Companies immediately following the Closing Date; and (b) all the existing shareholders of the PurchaserCompany, as shall be provided who are not parties to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account this Agreement, waive any rights, including, without limitation, conversion rights, pre-emptive rights, rights of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer first refusal, rights of immediately available funds. Any tax due by Seller first offer, anti-dilution rights, or any similar rights, with respect to the Seller's issuance and sale of the Purchased Preferred D-1 Shares (including the Milestone Shares and Capitalization Adjustment Shares, if any) and the Ordinary A Shares to the Purchasers, and the Conversion Shares and the Ordinary A Shares to the Lenders, subject to the terms of this Agreement, the Amended Articles and other rights and undertakings set forth in the Schedules attached hereto. To the extent applicable, such resolutions shall be borne exclusively also include a specific waiver by the Seller applicable shareholders of the rights set forth in Article 89A of the Articles. (iii) A true and Seller shall indemnify correct copy of the Purchaser Amended and Restated Articles of Association of the Company (the “Amended Articles”) duly adopted, replacing the Articles (as defined below), in the event that any taxing authority requires Purchaser form attached hereto as Schedule 3.2.1(iii). (iv) A true and correct copy of the Company’s shareholders’ register reflecting the issuance of the Preferred D-1 Shares to pay the tax liability Purchasers and the Conversion Shares to the Lenders, stating the number and class of Seller such shares, in the form attached hereto as Schedule 3.2.1(iv), as well as corresponding share certificates in the name of each Investor on account of such Investor’s portion of the Purchased Shares. (v) A signed opinion from the Company’s counsel in the form attached hereto as Schedule 3.2.1(v), dated as of the Closing Date and addressed to the Investors. (vi) A compliance certificate, executed by Xx. Xxxxx Xxxxxxxx, a director of the Company and the CEO of Argo Medical Technologies Inc., dated as of the Closing Date, in the form attached hereto as Schedule 3.2.1(vi). (vii) A duly executed Indemnification Agreement in the form attached hereto as Schedule 3.2.1(vii) (the “Indemnification Agreement”) for officer holders and directors of the Company, including such directors appointed by the Investor. (viii) A notice or consent form to the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor (“OCS”), with respect to the sale investment contemplated herein in form satisfactory to YEC, which shall be attached as Schedule 3.2.1(viii) hereto. (ix) A director appointment notice to be submitted to the Israeli Companies Registrar in the form attached hereto as Schedule 3.2.1(ix). 3.2.2. At the Closing, YEC shall provide the Company a letter appointing its directors to the Board in the form attached hereto as Schedule 3.2.2. 3.2.3. At the Closing, the Company, the Investors and all remaining shareholders of the Purchased Shares hereunderCompany shall execute and deliver the Amended and Restated Shareholders Rights Agreement substantially in the form set forth as Schedule 3.2.3 (the “Shareholders Rights Agreement”). 3.2.4. The Purchaser shall deliver to At the SellerClosing, promptly following its receiptthe Company, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller Investors and its sale all remaining shareholders of the Purchased Shares. Without derogating from Seller's indemnification obligations as Company shall execute and deliver the Third Amended and Restated Shareholders Agreement by and between the Founder and the rest of the shareholders of the Company substantially in the form set forth above and as Schedule 3.2.3 (the Purchaser's right to timely comply with any requirement made to it by a taxing authority“Shareholders Agreement”). 3.2.5. At the Closing, the Seller Company and YEC shall have enter into a Distribution Agreement in the right form set forth as Schedule 3.2.5, granting YEC distribution rights for the Company’s products upon the terms and conditions set forth therein (at its sole discretion the “Distribution Agreement”). 3.2.6. At the Closing, the Company and expenseYEC shall enter into a Strategic Alliance Agreement (“SAA”) in the form set forth as Schedule 3.2.6. 3.2.7. At the Closing, the Company and each of the directors and officer holders of the Company as of the Closing (including without limitation the directors of the Company to directly negotiate and settle any such tax requirement with be appointed by YEC) shall enter into the relevant taxing authorityIndemnification Agreement.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occurtake place, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any required document delivered until all such transactions have been completed and all required documents have been delivered: 2.2.1. The Purchaser shall have received from the Company the following documents: (1a) Seller true and correct copies of the resolutions of the Company’s Board of Directors (the “Board”) approving the transactions contemplated herein and, to the extent applicable, the other Transaction Documents (as defined below); (b) a compliance certificate duly executed by the Chief Executive Officer or Chief Financial Officer of the Company to be dated and released on the Closing Date, substantially in the form attached hereto as Exhibit ‎‎2.2.1(b), certifying that: (i) the representations and warranties of the Company hereunder are true and correct as of the date hereof and are true and correct in all material respects as of the Closing Date as if made on such date (unless, in each case, any such representation or warranty of the Company speaks as of a specific date therein, in which case such representation or warranty shall be true and correct in all material respects as of such date); (ii) all covenants required by the terms hereof to be performed by the Company on or prior to the Closing Date have been so performed in all material respects; and (iii) from the date hereof and until the Closing Date, there has not been a Material Adverse Effect, as defined below and in accordance with Section 6.1.5 hereof; (c) a counterpart of the Registration Rights Agreement, in the form attached hereto as Exhibit ‎2.2.1‎(c) (the “Registration Rights Agreement”), duly executed by the Company; (d) Duly executed irrevocable letter of instructions from the Company to the Company’s transfer agent and registrar, American Stock Transfer and Trust Company LLC, instructing the recordation of the issuance of the Closing Shares to the Purchaser and the Purchased Shares, free and clear delivery of any and all Encumbrancesthe Closing Shares in book entry form to the Purchaser; (e) an approval from the TASE that the Closing Shares have been listed for trading; and (f) a copy of the Notice of Listing of Additional Shares in respect of the Closing Shares duly submitted to NASDAQ. 2.2.2. The Company shall have received from the Purchaser the following documents: (2a) Seller shall deliver to Purchaser a compliance certificate duly executed irrevocable instructions from by an executive officer of the Seller managing general partner of the Purchaser to be dated and released on the Closing Date, substantially in the form attached hereto as Exhibit ‎‎2.2.2(a), certifying that: (i) the representations and warranties of the Purchaser hereunder are true and correct as of the date hereof and are true and correct in all material respects as of the Closing Date as if made on such date (unless, in each case, any such representation or warranty of the Purchaser speaks as of a specific date therein, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (ii) all covenants required by the terms hereof to be performed by the Purchaser on or prior to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer Closing Date have been so performed in all material respects; and (b) a counterpart of the Purchased Shares to Registration Rights Agreement duly executed by the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. 2.2.3. The Company shall have obtained and delivered to the Purchaser copies of all Required Approvals and Notices (3) as defined below). 2.2.4. The Purchaser shall transfer pay the Purchase Price to the bank account of Company, on the Seller the Purchase Price. The Purchase Price shall be paid in US$ Closing Date, by wire electronic transfer of immediately available funds. Any tax due by Seller with respect cleared funds to the Seller's sale account of the Purchased Shares Company, the details of which the Company shall be borne exclusively by the Seller and Seller shall indemnify have communicated to the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect at least two business days prior to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authorityClosing Date.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, each of the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1a) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller Shareholders shall deliver to Purchaser (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed irrevocable instructions from stock powers, (A) including in the Seller case of the Dolex Envíos shares owned by GP Finance, showing the legend “endoso en propiedad” or (B) including in the case of the Dolex Guatemala shares owned by GP Finance, showing any legend or with any other instrument required to transfer such shares in accordance with applicable Laws) for transfer to Purchaser; provided that, in the case of Europhil, Dolex Europe shall deliver to Purchaser deeds proving the subscription or purchase of shares by Dolex Europe, duly stamped by the notary public, (ii) if any of the shares of Dolex Envíos or Dolex Guatemala owned by Dolex Dollar are not in the possession of or registered in the name of Dolex Dollar certificates representing such Shares of Dolex Envíos or Dolex Guatemala issued in the name of Dolex Dollar, (iii) to the broker holding extent not in the Purchased Shares possession of any Company, minute books, share, membership or other equity interest transfer ledgers, registers or records and other corporate records of the Companies, including, without limitation, copies of the instructions to the holder registered corporate secretary of Dolex Envíos and of Dolex Guatemala, as holding applicable, to make the Purchased Shares with any registration company or otherwise, instructing necessary notations in the electronic stock register of each Company reflecting the transfer of the Purchased Shares as set forth herein, and (iv) the items set forth in Article 7. The documents and certificates to be delivered hereunder by or on behalf of Shareholders on the respective accounts of the Purchaser, as Closing Date shall be provided in form and substance reasonably satisfactory to Seller by PurchaserPurchaser and its counsel. (3b) The Purchaser shall transfer deliver to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ Shareholders (i) by wire transfer of immediately available funds. Any tax due funds to an account designated by Seller with respect the Shareholders an amount equal to the Seller's sale Estimated Purchase Price and (ii) the items set forth in Article 8. The documents and certificates to be delivered hereunder by or on behalf of the Purchased Shares Purchaser on the Closing Date shall be borne exclusively by the Seller in form and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect substance reasonably satisfactory to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller Shareholders and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritytheir counsel.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occuractions will take place, all of which transactions shall be deemed to take place have occurred 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 have been delivered: (1a) Seller shall transfer to The Company, the Purchaser and the Purchased Shares, free other parties thereto shall execute and clear deliver each of any the XXX and all Encumbrancesthe RRA and shall become bound by the terms and conditions thereof. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3b) The Purchaser shall pay to the Company by wire transfer of immediately available funds to the bank account of the Seller Company (specified to the Purchase PricePurchaser in writing at least four (4) Business Days prior to the Closing Date) an amount equal to $86,707,605, representing the aggregate consideration for the Company Shares, and the Company shall issue and sell to the Purchaser the Company Shares, duly register the Purchaser as the legal holder of such shares and deliver to the Purchaser valid and registered ADSs representing the Company Shares. The Purchase Price Delivery of the Company Shares by the Company to the Purchaser shall be paid made in US$ electronic book-entry form. (c) The Purchaser shall pay to the Sellers by wire transfer of immediately available funds. Any tax due by Seller with respect funds to the Seller's sale bank account of the Purchased Shares shall be borne exclusively by Company, the Seller and Seller shall indemnify duly appointed custodian for the Sellers (in such capacity, the “Custodian”) (specified to the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect writing at least four (4) Business Days prior to the sale Closing Date) an amount equal to $13,292,395, representing the aggregate consideration for the Seller Shares, and each Seller shall sell and transfer to the Purchaser, and deliver or cause to be delivered to the Purchaser, valid and registered ADSs representing its respective Seller Shares. Delivery of the Purchased Seller Shares hereunder. The by each Seller to the Purchaser shall deliver be in electronic book-entry form. (d) The Company shall cause Citibank, N.A., as the depositary of the Company’s ADSs, to duly register the Purchaser as the legal and beneficial holder of the ADSs representing the Sale Shares in its register and provide the Purchaser with a certified true copy of such register. (e) The board of directors of the Company shall duly appoint the Investor Nominee (as such term is defined in the XXX) pursuant to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale terms of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above XXX and the Purchaser's right to timely comply Company shall duly register the Investor Nominee as a director in its register of directors and provide the Purchaser with any requirement made to it by a taxing authorityduly certified true and complete copy of such register of directors, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any evidencing such tax requirement with the relevant taxing authorityappointment.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, each of the following transactions shall occur, which transactions ---------------------------- items shall be deemed 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 have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2a) Seller shall deliver (or cause to be delivered) to Purchaser the following: (i) a xxxx of sale in the form attached hereto as EXHIBIT C executed by Seller; (ii) the Non-Compete Agreements in the form attached as EXHIBIT A hereto executed by each of the Shareholders; (iii) the Voice Mail Services Agreement in the form attached as EXHIBIT B hereto executed by Call One, Inc.; (iv) a certificate of incumbency of the Seller executed by a Secretary or Assistant Secretary thereof listing the officers authorized to execute this Agreement and certifying the authority of each such officer to execute the agreements, documents, and instruments on behalf of Seller in connection with the consummation of the transactions contemplated herein; (v) a certificate of the Secretary of Seller containing a true and correct copy of the resolutions duly executed irrevocable instructions adopted by the board of directors and shareholders of Seller approving and authorizing each Acquisition Document (as hereinafter defined) and the transactions contemplated hereby and thereby certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect; (vi) the opinion of counsel to Seller and the Shareholders in substantially the form of EXHIBIT D hereto (the "Seller Opinion"); (vii) all consents and waivers that are required for the assignment of the Contracts, Permits, Intellectual Property, Office Leases, and other agreements and assets or otherwise required for the execution, delivery, and performance of this Agreement by Seller; (viii) certificates of existence or certificates of good standing of Seller, as of a date within twenty (20) days prior to the Closing Date, from the States of Texas and Louisiana; (ix) such other evidence of the performance by Seller of all covenants and the satisfaction by Seller of all conditions required by this Agreement to be performed or satisfied by Seller at or prior to the broker holding Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Seller on the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as Closing Date shall be provided in form and substance reasonably satisfactory to Seller by PurchaserPurchaser and its counsel. (3b) The Purchaser shall transfer Subject to the bank account receipt and sufficiency of the Seller the Purchase Price. The Purchase Price shall be paid items set forth in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Section 4.2(a) above, Purchaser shall deliver to or for the Selleraccount of Seller the following: (i) the Purchase Price as set forth in Section 3.2; (ii) a certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents (as hereinafter defined) to which Purchaser is a party and each of the transactions contemplated hereby and thereby certifying that such resolutions have not been rescinded, promptly following its receiptrevoked, any noticemodified, demand or claim it receives from any taxing otherwise affected and remain in full force and effect; (iii) a certificate of incumbency of Purchaser executed by the President and attested by the Secretary or Assistant Secretary of Purchaser listing the officers of Purchaser authorized to execute this Agreement and the other Acquisition Documents to which Purchaser is a party and the instruments of assumption on behalf of Purchaser and certifying the authority of each such officer to execute the agreements, documents, and instruments on behalf of Purchaser in respect connection with the consummation of any tax due with respect the transactions contemplated herein; (iv) the opinion of counsel to Purchaser in substantially the form of EXHIBIT E hereto (the "Purchaser Opinion"); (v) certificates of existence or certificates of good standing of Purchaser, as of a date within twenty (20) days prior to the Closing Date, from the State of Georgia; and (vi) the Non-Compete Agreements executed by Purchaser; (vii) the Voice Mail Services Agreement executed by Purchaser; and (viii) such other evidence of the performance by Purchaser of all covenants and satisfaction by Purchaser of all of the conditions required by this Agreement to be performed or satisfied by Purchaser at or before the Closing Date, as Seller or its counsel may reasonably require. The documents and certificates to be delivered to Seller hereunder by or on behalf of the Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authoritycounsel.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) 2.2.1 The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser Company shall deliver to the SellerInvestors the following documents: (a) True and correct copies of the resolutions of the Company’s shareholders approving by the majority required under applicable law the transactions set forth in this Agreement, promptly following its receiptas transactions with a controlling shareholder of the Company; (b) True and correct copies of resolutions of the Board of Directors of the Company issuing and allotting the Crystal Shares to the Investors in exchange for the Liraz Shares, any noticeand approving all other transactions set forth herein; (c) Validly executed share certificates covering the Crystal Shares, demand issued in the names of the respective Investors, bearing a restrictive legend providing substantially as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SHARES. THE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO RULE 144 OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT OF 1933.” (d) A certificate duly executed by an executive officer of the Company, dated as of the date of the Closing, in the form attached hereto as Schedule 2.2.1(d) (the “Compliance Certificate”); (e) Copies of all applicable consents and waivers required of the Company by applicable law, regulation or claim it receives from any taxing authority contract, in connection with the transactions contemplated hereby. 2.2.2 Each Investor shall deliver to the Company the following: (a) Either: (i) A validly executed share transfer deed concerning the transfer of such Investor’s Liraz Shares to the Company, together with the original, executed share certificate issued by Liraz in respect of any tax due with respect such Liraz Shares; or (ii) an irrevocable letter of instructions to the Seller Tel Aviv Stock Exchange Member through which such Liraz Shares are held for the account of such Investor, with instructions to transfer such Liraz Shares to an account designated by the Company, maintained with any Tel Aviv Stock Exchange Member; (b) Copies of all applicable consents and its sale waivers required of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it Investors by a taxing authorityapplicable law, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement regulation or contract, in connection with the relevant taxing authoritytransactions contemplated hereby. 2.2.3 The Company shall record the allotment of the Crystal Shares to the Investors, in the respective numbers indicated in Schedule 1.1 opposite the names of the Investors, in the register of shareholders of the Company.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or nor any document delivered until all such transactions have been completed and all required documents have been delivered: 3.2.1. The Company shall deliver to each of the Investors the following duly executed documents in form satisfactory to them: (1i) Seller shall transfer A true and correct copy of the resolutions of the Company’s Board of Directors (the “Board”) adopted at or immediately prior to the Purchaser Closing, in the form attached hereto as Schedule 3.2.1(i), by which the execution and delivery by the Company of each of this Agreement, the Shareholders Rights Agreement, the Shareholders Agreement, the Warrants and any of the documents listed in this Section 3.2.1, and any and all other documents attached hereto or executed in furtherance of the transactions contemplated hereunder (collectively the “Transaction Documents”), and the performance by it of any and all of its obligations hereunder and thereunder, has been approved, including the issuance of the Preferred E Shares (including the Trigger Shares and Capitalization Adjustment Shares (as defined in Section 5.4), if any, and the reservation of such shares for such purpose), grant of the Warrants, the issuance of the Warrant Shares upon proper exercise of the Warrants and the reservation of a sufficient number of Warrant Shares to allow for such exercise (including following the occurrence of a Trigger Event), the issuance to the Investors of any Ordinary A Shares, par value NIS 0.01 each (as defined in the Amended Articles) upon conversion of the Preferred E Shares (including the Trigger Shares and Capitalization Adjustment Shares, if any) in accordance with the terms of the Amended Articles (the “Ordinary A Shares”, and, together with the Purchased Shares, free the Warrants and clear the Warrant Shares and, if applicable, the Trigger Shares and the Capitalization Adjustment Shares, collectively, the “Securities”), and the ESOP Increase. To the extent applicable, such resolution shall also include a specific waiver by the applicable directors of any and all Encumbrancesthe veto rights set forth in Article 89B of the Articles. (2ii) Seller shall deliver to Purchaser duly executed irrevocable instructions from A true and correct copy of the Seller resolutions of the Company’s shareholders adopted at or immediately prior to the broker holding Closing, in the Purchased form attached hereto as Schedule 3.2.1(ii), by which (a) the execution and delivery by the Company of all Transaction Documents, and the performance by the Company of all of its obligations hereunder and thereunder, has been approved, including, inter alia, the creation of Preferred E Shares, the reservation of a sufficient number of (x) Ordinary A Shares or to allow the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer conversion of the Purchased Shares (including the Trigger Shares and Capitalization Adjustment Shares, if any) and the Warrant Shares (sufficient to account for the occurrence of a Trigger Event) and (y) Preferred E Shares to allow for the issuance of the Trigger Shares, the Capitalization Adjustment Shares and the Warrant Shares, and the adoption with immediate effect of the Amended Articles (as defined below) together with a duly completed and signed notice of such changes to the respective accounts Israeli Registrar of Companies, to be filed with the Israeli Registrar of Companies immediately following the Closing Date; and (b) all the existing shareholders of the PurchaserCompany waive any rights, as shall be provided to Seller by Purchaser. including, without limitation, pre-emptive rights (3) The Purchaser shall transfer except, in the case of the Participating Shareholders, solely to the bank account extent that they are participating as Investors hereunder), conversion rights, rights of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer first refusal, rights of immediately available funds. Any tax due by Seller first offer, anti-dilution rights, or any similar rights, with respect to the Seller's issuance and sale of the Purchased Preferred E Shares and Warrants (including the Warrant Shares, Trigger Shares and Capitalization Adjustment Shares, if any) and the Ordinary A Shares to the Purchasers, subject to the terms of this Agreement, the Amended Articles and other rights and undertakings set forth in the Schedules attached hereto. To the extent applicable, such resolutions shall be borne exclusively also include a specific waiver by the Seller applicable shareholders of the rights set forth in Article 89A of the Articles. (iii) A true and Seller shall indemnify correct copy of the Purchaser Amended and Restated Articles of Association of the Company (the “Amended Articles”) duly adopted, replacing the Articles (as defined below), in the event that any taxing authority requires Purchaser form attached hereto as Schedule 3.2.1(iii), which Amended Articles shall include the Lead Investor’s right to pay appoint an observer to the tax liability Board. (iv) A true and correct copy of Seller the Company’s shareholders’ register reflecting the issuance of the Preferred E Shares to the Purchasers, stating the number and class of such shares, in the form attached hereto as Schedule 3.2.1(iv)(A), as well as corresponding share certificates, in the form attached hereto as Schedule 3.2.1(iv)(B), duly executed by the Company, in the name of each Investor on account of such Investor’s portion of the Purchased Shares. (v) A signed opinion from the Company’s counsel in the form attached hereto as Schedule 3.2.1(v), dated as of the Closing Date and addressed to the Investors. (vi) A compliance certificate, executed by Xx. Xxxxx Xxxxxxxx, a director of the Company and the CEO of Argo Medical Technologies Inc., dated as of the Closing Date, in the form attached hereto as Schedule 3.2.1(vi). (vii) A duly executed Warrant, in the form attached hereto as Schedule 2.2.1, in the name of each respective Investor (or, subject to approval by the Company’s Board of Directors, Designee), in accordance (in the case of the Warrants to the New Investors) with the details provided by Xxxxxxx Management in its Notice of Allocation. (viii) A notice or consent form to the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor (“OCS”), with respect to the sale investment contemplated herein in form satisfactory to the Lead Investor, which shall be attached as Schedule 3.2.1(viii) hereto. (ix) The Budget (as defined below). (x) A fully executed notice to the Israeli Companies Registrar reflecting the filing of the Purchased Shares hereunder. The Purchaser shall deliver Amended Articles and report of the changes to the Sellerregistered share capital. 3.2.2. At the Closing, promptly following its receiptthe Company, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller Investors and its sale all remaining shareholders of the Purchased Shares. Without derogating from Seller's indemnification obligations as Company shall execute and deliver the Amended and Restated Shareholders Rights Agreement substantially in the form set forth above as Schedule 3.2.2 (the “Shareholders Rights Agreement”). 3.2.3. At the Closing, the Company, the Investors and all remaining shareholders of the Company shall execute and deliver the Fourth Amended and Restated Shareholders Agreement by and between the Founder and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, rest of the Seller shall have shareholders of the right Company substantially in the form set forth as Schedule 3.2.23.2.3 (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority“Shareholders Agreement”).

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall --------------------------- occur, which transactions shall be deemed 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 have been delivered: (1) Seller Shareholders of the Merged Corporation shall transfer deliver to Surviving Corporation certificates representing the Purchaser Issued Shares of the Purchased SharesCompany, free and clear of any and all Encumbrancesduly endorsed for transfer. (2) Seller Surviving Corporation shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer Shareholders of the Purchased Merged Corporation certificates for the total number of Shares of Internet Ventures, Inc. calculated pursuant to and in the respective accounts manner set forth in Paragraph 4 of the PurchaserBasic Provisions, in the names of Shareholders of the Merged Corporation, as shall be provided to Seller by Purchaserin Paragraph 2.c., of these Standard Terms and Conditions. (3) The Purchaser shall transfer to Surviving Corporation, the bank account Company and the Shareholders of the Seller the Purchase Price. The Purchase Price Merged Corporation shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale enter into Non-Competition and Confidentiality Agreements, dated as of the Purchased Shares shall be borne exclusively by the Seller Closing Date, a form of which is attached hereto as Exhibit 2. (4) Surviving Corporation and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale Shareholders of the Purchased Shares hereunder. The Purchaser Merged Corporation, as applicable, shall deliver to the Sellerother party hereto any and all other assignments, promptly following its receiptdocuments, any notice, demand or claim it receives from any taxing authority instruments and conveyances requested by such other party to effect the consummation of the transactions contemplated by this Agreement and to evidence Surviving Corporation's interest in respect of any tax due with respect and title to the Seller and its sale Issued Shares of the Purchased Shares. Without derogating from SellerCompany and Shareholders of the Merged Corporation's indemnification obligations interest in and title to the Shares of Internet Ventures, Inc. (5) Surviving Corporation shall assume all assets of the Company and shall assume all liabilities associated therein, except that the Surviving Corporation shall agree to be immediately bound as set forth above a co-guarantor, along with Xxxxx Xxxx on the Xxxxx Fargo business line in the amount of Fourteen Thousand Seven Hundred and Twenty Seven Dollars ($14,727.00) and the Purchaser's right Xxxxx Fargo loan in the amount of Forty Seven Thousand One Hundred Dollars ($47,100.00). Surviving Corporation shall also assume, and shall guarantee, the balance of all outstanding equipment leases listed as follows: (5.1) INSERT EQUIPMENT LEASES HERE (6) Surviving Corporation shall pay, within ninety (90) days of closing, the amount of Five Thousand and Three Hundred Dollars ($5,300.00), plus accrued interest as applicable, to timely comply with any requirement Xxxxx Xxxx for charges debited to Xxxxxxx Xxxx'x personal credit card(s) for items or services related to the operation of the Company. Additionally Surviving Corporation will make similar arrangements to pay the amount of Two Thousand Five Hundred and Eleven Dollars ($2,511.00) to Xxx Xxxxxxx for a loan made to it the Company by a taxing authorityXxxxxxx Xxxxxxx, the Seller shall have amount of Four Thousand Five Hundred and Ninety Nine Dollars ($4,599.00) to, Xxxxxx Down for a loan made to the right Company by Xxxxxxx Down, the amount of Two Thousand Dollars (at its sole discretion and expense$2,000.00) to directly negotiate Xxxxx Xxxx for back pay owed to Xxxxxxx Xxxx and settle any such tax requirement with Ten Thousand Seven Hundred Dollars ($10,700.00), in cash to Xxxxx Xxxxxxx for a loan made to the relevant taxing authorityCompany by Xxxxxxx Xxxxxxx.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing"a) shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, Seller shall deliver to Buyer the following transactions shall occur, which transactions shall be deemed 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 have been deliveredfollowing: (1i) assignments of the Licenses and other pertinent authorizations transferring the same to the Buyer in customary form and substance; (ii) the certificates contemplated by Sections 7.2 and 7.4; (iii) a copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and the unanimous consent of the Seller's stockholders to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, together with a certificate of the Secretary of Seller, dated as of the Closing Date, that such resolutions were duly adopted, that the consent was duly given and that the resolutions and consent are in full force and effect; (iv) a special warranty deed (or its equivalent in the State of West Virginia), in proper statutory form for recording, conveying each parcel of Owned Real Property; (v) an owner's extended coverage policy of title insurance with respect to each parcel of Real Property, in each case issued on the date of Closing by a title insurance company acceptable to counsel for Buyer (the "Title Company"). Each such title insurance policy shall be in an amount designated by Buyer, but which shall not exceed the sum allocated to the Owned Real Property pursuant to this Agreement, and shall insure Buyer's ownership of fee title with respect to the Owned Real Property without any of the Scheduled B standard pre-printed exceptions (other than taxes not yet due and payable) and free and clear of title defects and other exceptions to or exclusions from coverage other than Permitted Owned Real Property Exceptions (as hereinafter defined in Section 3.7(a)); (vi) all real property transfer tax returns and other similar filings required by law in connection with the transactions contemplated hereby, all duly executed and acknowledged by Seller. Seller shall transfer also have executed such affidavits in connection with such filings as shall have been required by law or reasonably requested by Buyer; (vii) affidavit of an officer of Seller, sworn to under penalty of perjury, setting forth Seller's name, address and Federal tax identification number and stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986 (the "Code"). If, on or before the Closing Date, Buyer shall not have received such affidavit, Buyer may withhold from the Purchase Price payable at Closing to Seller pursuant hereto such sums as are required to be withheld therefrom unde (viii) a bill of sale xxx all other appropriate documents and instruments assigning to Buyer good and marketable title to the Purchaser the Purchased Shares, Station Assets free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.security

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, each of the following transactions shall occur, which transactions ---------------------------- items shall be deemed 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 have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2a) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller following: (i) such bills of sale, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the PurchaserPurchaser and its counsel, as shall be provided necessary and effective to transfer and assign to, vest in, and purchase all of Seller's right, title, and interests in and to the Acquired Assets; (ii) the Non-Solicitation Agreement; (iii) a certificate of incumbency of the Seller executed by a Secretary or Assistant Secretary thereof listing the officers authorized to execute this Agreement and certifying the authority of each such officer to execute the agreements, documents, and instruments on behalf of Seller in connection with the consummation of the transactions contemplated herein; (iv) a certificate of the Secretary of Seller containing a true and correct copy of the resolutions duly adopted by the board of directors and shareholders of Seller approving and authorizing each Acquisition Document (as hereinafter defined) and the transactions contemplated hereby and thereby certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect; (v) the opinion of counsel to Seller in substantially the form of EXHIBIT B hereto (the "Seller Opinion"); (vi) a true and correct copy of each consent and waiver that is required for the assignment of the Contracts, Telephone Contracts, Permits, Intellectual Property and other agreements and assets or otherwise required for the execution, delivery, and performance of this Agreement by PurchaserSeller, along with a certificate dated as of the Closing Date, executed by an authorized officer of Seller to the foregoing effect; (vii) certificates of existence or certificates of good standing of Seller, as of a date within ten (10) days prior to the Closing Date, from the State of Texas; and (viii) such other certificates, instruments or evidence of the performance by Seller of all covenants and the satisfaction by Seller of all conditions required by this Agreement to be performed or satisfied by Seller at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Seller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel. (3b) The Purchaser shall transfer Subject to the bank account receipt and sufficiency of the Seller the Purchase Price. The Purchase Price shall be paid items set forth in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The SECTION 4.2(A) above, Purchaser shall deliver to or for the Seller, promptly following its receipt, any notice, demand account of Seller the following: (i) a check or claim it receives from any taxing authority wire transfer in respect of any tax due with respect the amount equal to the Purchase Price as set forth in SECTION 3.2(A) in immediately available funds to an account designated in writing by Seller; (ii) an instrument or instruments of assumption of the Assumed Liabilities, duly executed by Purchaser, and reasonably satisfactory in form and substance to Seller and its sale counsel; (iii) a certificate executed by the Manager of Purchaser containing a true and correct copy of resolutions duly adopted by the Manager approving and authorizing this Agreement and each of the Purchased Shares. Without derogating from Seller's indemnification obligations other Acquisition Documents (as set forth above hereinafter defined) to which Purchaser is a party and each of the transactions contemplated hereby and thereby certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect; (iv) a certificate of incumbency of Purchaser executed by the President and attested by the Secretary or Assistant Secretary of the Manager of Purchaser listing the officers of the Manager authorized to execute this Agreement and the Purchaser's right other Acquisition Documents to timely comply with any requirement made which Purchaser is a party and the instruments of assumption on behalf of Purchaser and certifying the authority of each such officer to it by a taxing authorityexecute the agreements, documents, and instruments on behalf of the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement Manager in connection with the relevant taxing authorityconsummation of the transactions contemplated herein; (v) certificates of existence or certificates of good standing of Purchaser, as of a date within ten (10) days prior to the Closing Date, from the State of Georgia; and (vi) the Non-Solicitation Agreement; and (vii) such other certificates, instruments or evidence of the performance by Purchaser of all covenants and satisfaction by Purchaser of all of the conditions required by this Agreement to be performed or satisfied by Purchaser at or before the Closing Date, as Seller or its counsel may reasonably require. The documents and certificates to be delivered to Seller hereunder by or on behalf of the Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Seller and its counsel.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed 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 have been delivered:: 1 [NTD: Include in LAMF SPA] (1) Seller 3.2.1. The Company shall transfer deliver to the Purchaser the Purchased following documents: (a) Vxxxxxx executed share certificates in respect of the applicable Subscription Shares, free and clear issued in the name of any and all Encumbrances.[each/the] Purchaser; (2b) Seller shall deliver to Purchaser A copy of the register of shareholders of the Company (the “Shareholders Register”), in which the respective Subscription Shares issued at the Closing are registered in the name of each of the Purchasers; and (c) A copy of a duly executed irrevocable instructions from the Seller completed notice to the broker holding Israeli Registrar of Companies (the Purchased “Registrar”), with regard to the: (i) adoption of the amended articles of association of the Company, substantially in the form attached hereto as Exhibit B (the “Amended Articles”); (ii) creation of the new class of Crossover Preferred Shares or pursuant to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer Amended Articles; and (iii) issuance of the Purchased applicable Subscription Shares to the Purchasers who transferred their respective accounts portion of the PurchaserPurchase Price at the Closing, as all to be filed by the Company with the Registrar promptly following the applicable Closing, provided that (i) and (ii) shall only be provided to Seller by Purchaserrequired at the Closing hereunder. (3) The 3.2.2. Unless expressly agreed otherwise by the Company in writing in its sole discretion, [each/the] Purchaser shall cause, upon the Closing, the transfer to the bank account Company of the Seller purchase price for the applicable Subscription Shares and the Incentive Shares, as set forth opposite the name of such Purchaser in Schedule 1 (the “Purchase Price. The Purchase Price shall be paid in US$ ”), by wire transfer or such other form of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively payment as is mutually agreed by the Seller Company and Seller shall indemnify the Purchaser. [Notwithstanding the foregoing, the Purchaser in the event that any taxing authority requires Purchaser shall not be required to pay the tax liability of Seller with respect to the sale Purchase Price for that portion of the Purchased Subscription Shares hereunderthat is subject to later commitments pursuant to Section 3.1.]2 3.2.3. The Each Purchaser who is not an Israeli citizen or resident or a legal entity registered under the laws of the State of Israel and is purchasing, or who will, following the Closing, hold more than 5% of the Company’s share capital, shall deliver to the SellerCompany an undertaking in the form attached hereto as Exhibit C, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect as required pursuant to the Seller regulations and its sale applicable policies of the Purchased Shares. Without derogating from Seller's indemnification obligations Israeli Innovation Authority (previously known as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authorityOffice of the Chief Scientist of Israel’s Ministry of Economy, hereinafter, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority“IIA”).

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1a) Purchaser shall deliver the Stock Certificate to Seller in accordance with Section 3.1 (which shall transfer to occur within three (3) business days following the Purchaser the Purchased Shares, free and clear of any and all Encumbrances.Closing Date); (2b) Purchaser shall provide to Seller a certificate of good standing with respect to its jurisdiction of formation; (c) Seller shall deliver to Purchaser duly executed irrevocable instructions from an Assignment and Bxxx of Sale, assignments in registrable form of all trademarks, service marks, patents, copyrights and registrations or applications for the same included within the Purchased Assets, in the form of Exhibits 4.2(c)(i) through 4.2(c)(iii), together with such other instruments of sale, transfer, conveyance, assignment and confirmation, and Seller shall take such further actions, as Purchaser may reasonably deem necessary or desirable in order to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Purchased Assets, to put Purchaser in actual possession and operating control thereof and to assist Purchaser in exercising all rights with respect thereto; (d) Seller shall deliver to Purchaser (i) a cashier’s or certified check drawn by Seller to the broker holding order of Purchaser in the Purchased Shares or aggregate amount of all of Seller’s cash on hand and in banks or, at Purchaser’s option, an assignment of all of Seller’s bank accounts in form and substance satisfactory to Purchaser; and (ii) all instruments and securities constituting a part of the Cash and Cash Equivalents as of the Effective Time, duly endorsed to the holder registered order of Purchaser; (e) Seller shall deliver to Purchaser all of the Books and Records of Seller; (f) Seller shall provide to Purchaser a certificate of good standing with respect to its jurisdiction of formation and each other jurisdiction in which Seller does business; (g) Seller shall deliver to Purchaser security interest reports, obtained by Seller at its sole expense, dated not earlier than five (5) days prior to the Closing Date, showing that as holding of the Purchased Shares date of said report there are no financing statements on file with respect to any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, Assets except as shall be provided to Seller by Purchaser.permitted hereunder; (3h) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to Purchaser the Sellerlatest Tax bills affecting the Purchased Assets, promptly following its receiptincluding, without limitation, any noticeand all assessment notices, demand whether special or claim it receives general, local, state or otherwise; (i) Seller shall deliver to Purchaser all other properties, documents and certificates required to be delivered to Purchaser hereunder, to the extent not theretofore delivered; (j) Pxxxx Xxxxxxxx shall execute and deliver the employment agreement in the form of Exhibit 4.2(j), which shall be effective as of the Effective Time; (k) Seller shall deliver to Purchaser a fully executed copy of (A) the DT AUS Assignment and (B) the License Agreement between Seller and DTPL, each of which shall be in form satisfactory to Purchaser, in its sole and absolute discretion, which shall be effective at or prior to the Effective Time; (l) Purchaser shall have received from any taxing authority DT AUS an executed copy of a first amendment to the License Agreement between Seller and DTPL in respect form satisfactory to Purchaser, in its sole and absolute discretion, which shall be effective at the Effective Time; and (m) Seller shall deliver to Purchaser copies of any tax due and all consents and approvals required to consummate the transactions contemplated under this Agreement, together with respect to the Seller and its sale a listing of any consents or approvals that have not been so obtained as of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authorityEffective Time.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing"a) shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occurSeller will deliver to the Buyer, which transactions shall the following (i) the instruments of transfer and conveyance described in Section 2.11 and the Acte de cession, duly executed by SAS; (ii) stock certificates representing the Selas UK Shares, in each case endorsed in blank or with an executed stock power attached with all necessary transfer tax and other revenue stamps, affixed and canceled; (iii) the Lease duly executed by SAS; (iv) the Andritz License and Selas Name License duly executed by SCA (v) resignations of each of the directors and officers of Selas UK; (vi) a certificate executed by Seller representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (vii) such other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of any of Sellers' representations and warranties, (ii) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be deemed performed or complied with by such Seller, (iii) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.. (b) At the Closing, the Buyer will pay the Purchase Price pursuant to take place simultaneously Section 2.8. and no transaction shall be deemed will deliver to have been completed or any document delivered until all such transactions have been completed and all required documents have been deliveredthe Seller the following: (1i) Seller shall transfer a certificate executed by Buyer to the Purchaser effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Purchased Sharesdate of this Agreement and is accurate in all respects as of the each of the Value Date and the Closing Date as if made on the Value date and the Closing Date; and (ii) the Acte de cession, free duly executed by Buyer; (iii) Instruments of Assumption of the Assumed Liabilities in form reasonably acceptable to Sellers; (iv) the Lease duly executed by Buyer; (v) the Andritz License duly executed by Andritz Inc; (vi) the Selas Name License duly executed by Andritz and clear Buyer; and (vii) such other documents as Sellers may reasonably request for the purpose of (i) evidencing the accuracy of any of Buyer's and all Encumbrances. Andritz's representations and warranties, (2ii) Seller shall deliver evidencing the performance by Buyer and Andritz of, or the compliance by Buyer and Andritz with, any covenant or obligation required to Purchaser duly executed irrevocable instructions from be performed or complied with by either of them, (iii) otherwise facilitating the Seller to the broker holding the Purchased Shares consummation or to the holder registered as holding the Purchased Shares with performance of any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by PurchaserContemplated Transactions. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, subject to the terms and conditions of this Agreement, the following transactions shall occur, which transactions shall be deemed 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 have been delivered: (1i) Seller shall transfer Prior to the Purchaser filing of the Purchased Shares, free and clear Certificate of any and all Encumbrances.Merger with the Delaware Secretary of State, (2A) Seller Xxxxxx Merger Corp. shall deliver to each Purchaser, against receipt from such Purchaser of the amount set forth in the Subscription Agreement, a certificate representing such Purchaser’s portion of the Purchasers Merger Corp. Shares; and (B) Pursuant to the Subscription Agreement, each Purchaser shall pay to Xxxxxx Merger Corp., against delivery of such Purchaser’s portion of the Purchasers Merger Corp. Shares, the amount set forth in the Subscription Agreement by wire transfer of immediately available funds to an account designated at least three Business Days prior to the Closing Date by Xxxxxx Merger Corp.; (ii) Immediately after the consummation of the transactions contemplated in Section 1.9(b)(i) and the Stock Contributions, the Company shall cause the Certificate of Merger to be filed with the Delaware Secretary of State in the manner contemplated in Section 1.4; (iii) Immediately after the Effective Time, the Surviving Corporation or the Paying Agent shall deliver to each holder of Company Preferred Stock who has delivered to the Paying Agent a duly executed irrevocable instructions from letter of transmittal and surrendered the Seller applicable Certificate or Certificates an aggregate amount in cash equal to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer product of the Purchased Shares to number of shares represented by such Certificate or Certificates and the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ applicable Per Share Preferred Stock Merger Consideration by wire transfer of immediately available funds. Any tax due by Seller with respect to ; (iv) Immediately after the Seller's sale of Effective Time, the Purchased Shares shall be borne exclusively by Surviving Corporation or the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser Paying Agent shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect each holder of any tax due with respect Company Common Stock who has delivered to the Seller Paying Agent a duly executed letter of transmittal and its sale surrendered the applicable Certificate or Certificates, an aggregate amount in cash equal to the product of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above number of shares represented by such Certificate or Certificates and the Purchaser's right Per Share Common Stock Merger Consideration by check or wire transfer of immediately available funds; and (v) Prior to timely comply with any requirement made to it by a taxing authoritythe Effective Time, the Seller Purchasers, the Company, holders of Rollover Options and the stockholders of the Company who have participated in the Stock Contributions shall have enter into a stockholders agreement substantially in the right form attached hereto as Exhibit A (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority“New Stockholders Agreement”).