Exhibit
10.1


 


SHARE
PURCHASE AGREEMENT


 


THIS
SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of November 28, 2018 (the “Effective Date”)
by and among:


 


	1.	Yantai
                                         Jinzheng Eco-Technology Co., Ltd., a company organized under the laws of the People’s
                                         Republic of China, Registration No. 913706135992875532 (the “Purchaser”);



 


	2.	Essence
                                         Venture Holdings Limited, a company organized under the laws of the British Virgin Islands,
                                         Registration No. 1687457 (the “Seller”); and



 


	3.	AMS
                                         Technologies Int. (2012) Ltd., a private company organized under the laws of the State
                                         of Israel, Company No. 514748607 (the “Company”).



 


Each
of the above may individually be referred to herein as a “Party” and collectively as the “Parties”.


 


WHEREAS:




 


	(A)	the
                                         Seller is the owner at the date of this Agreement of one thousand (1,000) Ordinary Shares
                                         of the Company, of nominal value NIS 0.01 each, representing in the aggregate 100% of
                                         the issued and outstanding share capital of the Company (the “Purchased Shares”);



 


	(B)	the
                                         Seller has provided shareholder loans to the Company, of which an aggregate amount of
                                         US$ 9,487,753 is outstanding at the date of this Agreement (the “Existing Shareholder
                                         Loans”);



 


	(C)	The
                                         Purchaser desires to purchase from the Seller and the Seller desires to sell to the Purchaser,
                                         at the Closing, the Purchased Shares;



 


	(D)	The
                                         Purchaser desires to purchase from the Seller, and the Seller desires to sell to the
                                         Purchaser, at the Closing, the Existing Shareholder Loans and all other indebtedness
                                         of the Company to the Seller at the Closing Date (together, the “Shareholder
                                         Loans”);



 


	(E)	Prior
                                         to the Closing, all of the outstanding options to purchase shares of the Company will
                                         be cancelled at Seller’s cost;



 


	(F)	After
                                         giving effect to the sale and purchase of the Purchased Shares, the Purchaser will own
                                         100% of the issued and outstanding share capital of the Company on a fully diluted basis;
                                         and



 


	(G)	After
                                         giving effect to the sale and purchase of the Shareholder Loans, the Company shall have
                                         no indebtedness to the Seller or its Representatives.



 






     

     


    

 


NOW,
THEREFORE, the Parties hereby agree as follows:


 


	1.	Definitions



 


	1.1	As
                                         used in this Agreement, the following capitalized terms shall have the meaning ascribed
                                         to them below.



 


“Affiliate”
means, as applied to any Person, (a) any other Person directly or indirectly controlling, controlled by or under common control
with, that Person. For the purposes of this definition, “control” (including with correlative meanings, the terms
“controlling”, “controlled by”, and “under common control with”) as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
that Person, whether through ownership of voting securities or by contract or otherwise.


 


“Balance
Sheet Date” shall have the meaning set forth in Section ‎5.2.12.


 


“BPT”
means BPT Biopure Technology Ltd (in liquidation) Registration No. 511926008.


 


“BPT
Acknowledgment and Release” shall mean an acknowledgment and release executed by the BPT Liquidator in the form attached
hereto as Schedule A, or in another form agreed to by the Purchaser, which agreement will not be unreasonably withheld.


 


“BPT
Agreement” means the terms and conditions pursuant to which the Company acquired the assets of BPT, including the BPT
Patents, as set forth in the order of the District Court of Tel Aviv, dated 26 February 2012.


 


“BPT
Payment” shall mean a payment which shall be made from the Escrow Account, either by way of payment to the BPT Liquidator
or by way of depositing such amount in escrow or any other act that will secure the release of the BPT Pledge and the entry into
full force and effect of the BPT Acknowledgment and Release .


 


“BPT
Liquidator” means the liquidator appointed to BPT by the Tel Aviv District Court on October 6th, 2011, and
any successor to such position.


 


“BPT
Patents” means the patent applications and patents acquired from BPT pursuant to the BPT Agreement, as set forth in
Schedule B.


 


“BPT
Pledge” means the pledge created over the BPT Patents in favor of the BPT Liquidator as security for the Company’s
obligations under the BPT Agreement.


 


“Business
Day” means any day, other than a Friday, Saturday or Sunday on which banks in Israel and the People’s Republic
of China are generally open to the public for business.


 


“China
Sub” means YiAo Membrane Technology (Shanghai) Co. Ltd., a company organized under the laws of the People’s Republic
of China, Registration No. 91310000329544732K, which is a subsidiary wholly owned by the Company as of the date of this Agreement.


 


“Claim”
shall have the meaning set forth in Section ‎8.6.


 






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“Closing”
shall have the meaning set forth in Section ‎3.1.


 


“Closing
Date” shall have the meaning set forth in Section ‎3.1.


 


“Closing
Payment” shall have the meaning set forth in Section ‎2.2.2.


 


“Company”
shall have the meaning set forth in the preamble of this Agreement.


 


“Company
Options” shall have the meaning set forth in Section ‎5.1.9.4‎5.1.9.3.


 


“Company
Material Transaction Costs” means all fees, costs, expenses, payments and expenditures incurred by the Company in connection
with this Agreement and the Transaction, as set forth in Schedule C, which encompasses, without duplication, the sum of
all material amounts that are payable (i) by the Company to (x) counsel to the Company or the Seller, and (y) all other transaction
advisors engaged by the Company or the Seller, including financial advisors, investment bankers, brokers, accountants and data
room administrators, in connection with this Agreement and the Transaction, for services rendered through the Closing Date, and
(ii) by the Company or its Affiliates to directors, officers, consultants, shareholders or employees of the Company or its Affiliates
as a result of and contingent solely on the consummation of the Transaction. For the purposes hereof, “material” shall
mean an amount in excess of US$ 2,000 (two thousand dollars).


 


“Conditions
Precedent” shall have the meaning set forth in Section ‎3.1.


 


“Down
Payment” means the down payment of US$ 200,000 made by Newater HK Limited, the parent of the Purchaser, to the Seller
in relation to the Transaction, which shall be treated as an advance payment of the Purchase Price.


 


“Encumbrance”
means any mortgage, charge, pledge, lien, attachment, assignment, adverse claim, restriction, option, security interest, encumbrance,
or other third-party right or security interest or arrangement of whatsoever nature over or in the relevant property or securities.


 


“End
Date” shall have the meaning set forth in Section ‎9.1.2.


 


“Escrow
Account” shall mean the bank account to be opened with Bank HaPoalim and thereafter operated by the Escrow Agreement
for the purposes of holding the Escrow Amount, to be paid by the Purchaser within 20 (twenty) Business Days from the Effective
Date, pursuant to Section 2.2.2(a) below, and drawn down pursuant to Section 3.1 below.


 


“Escrow
Agent” shall mean Lipa Meir & Co. of 2 Weizmann Street, Tel-Aviv, Israel.


 


“Escrow
Agreement” shall mean the escrow agreement that directs and instructs the designated partners of the Escrow Agent how
to operate the Escrow Account, which shall be executed by the Seller and the Purchaser on or promptly following the Effective
Date, in the form of Schedule D.


 


“Escrow
Amount” shall mean an amount of US$ 2,000,000 (two million dollars).


 


“Governmental
Authority” means any supra-national, national, state, municipal or local government (including any subdivision, court
of competent jurisdiction, administrative agency or commission or other authority thereof), stock exchange or self-regulatory
organization exercising any regulatory, taxing, importing or any other governmental authority and having authority over a Group
Company.


 






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“Group
Companies” means the Company and the Subsidiaries, and each of the foregoing may be referred to individually as a “Group
Company”.


 


“IIA”
means the Israeli Innovation Authority and its predecessor, the Office of the Chief Scientist.


 


“IIA
Obligations” shall mean the royalty obligations of the Group Companies to the IIA as of the Closing Date, namely the
outstanding balance (principal plus accrued interest) of the Company’s royalty obligations in connection with the IIA funding
previously received by the Company and BPT, including any such royalty obligations that might have become due on the sales of
Company’s products following the Closing but for the payment to the IAA contemplated under Section 2.3.1 below.


 


“Interim
Period” shall have the meaning set forth in Section 7.1.1.


 


“Interim
Period Update” shall have the meaning set forth in Section 7.1.3.


 


“Law”
means any law, statute, common law, rule or regulation, and any judgment or order of any Governmental Authority, and the “applicable
Law” shall mean the Law applicable to a Group Company.


 


“Loan
Assignment Agreement” shall have the meaning set forth in Section ‎3.2.1.4.


 


“Loss”
shall have the meaning set forth in Section ‎8.1‎8.2.


 


“Management
Letter” shall mean the letter that will be executed and delivered by the Company’s CEO and CMO, in their personal
capacity, dated as of the Closing Date, in the form attached hereto as Schedule E.


 


“Material
Adverse Event” means any event, occurrence, fact, condition, change or effect that has or would reasonably be
expected to have a material adverse effect on the assets, properties, conditions (financial, technological or otherwise), operating
results or business of the Company or its Subsidiaries, as such business is presently conducted; provided, however,
that in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute,
or be taken into account in determining whether there has been or will be, a “Material Adverse Event” on or in respect
of any Group Company: (i) any change in Law, regulatory regimes, accounting standards or principles or any guidance relating thereto
or interpretation thereof following the date of this Agreement, (ii) any change in interest rates or general economic, political,
business or financial market conditions (including any changes in credit, financial, commodities, securities or banking markets),
(iii) any change generally affecting any of the industries in which the Group Companies operate or the economy as a whole or in
any geographical area or market, unless such changes have a significantly disproportionate effect on the Company when compared
with other companies providing the same products or services in such industry, geographical area or market, or (iv) any action
taken or not taken at the request of Purchaser or any of its Affiliates or as otherwise required by this Agreement.


 






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“Option
Holders” means the holders of the Company Options, as detailed in Schedule ‎5.1.10.


 


“Option
Holders’ Waiver” shall have the meaning set forth in Section ‎2.1.3.


 


“Organizational
Documents” shall have the meaning set forth in Section ‎5.1.6.


 


“Party”
or “Parties” shall have the meaning set forth in preamble.


 


“Person”
means any individual, firm, corporation (wherever incorporated), partnership, limited liability company, joint venture, trust,
association, organization, Governmental Authority, works council or employee representative body (whether or not having separate
legal personality) or any other entity.


 


“Proceeding”
shall mean any order, action, claim, suit, arbitration, or proceeding before any Governmental Authority


 


“Purchase
Price” shall have the meaning set forth in Section ‎2.2.


 


“Purchaser”
shall have the meaning set forth in the preamble.


 


“Purchaser
Approvals” shall have the meaning set forth in Section ‎2.8.


 


“Purchased
Shares” shall have the meaning set forth in the preamble.


 


“Registrar
of Companies” means the Israeli Registrar of Companies (rasham ha-havarot).


 


“Representative”
means, with respect to any Person, any director, officer, manager, employee, agent, consultant, advisor, shareholder or other
representative of such Person, including legal counsel, accountants and financial advisors.


 


“Required
Approvals” shall have the meaning set forth in Section ‎5.1.8.


 


“Seller”
shall have the meaning set forth in the preamble.


 


“Seller’s
Account” shall mean Seller’s bank account, the details of which will be provided by Seller to the Purchaser and
the Escrow Agent prior to the Closing.


 


“Shareholder
Loans” shall have the meaning set forth in the preamble.


 


“Shareholder
Registers” shall have the meaning set forth in Section ‎5.1.10.


 


“Subsidiary”
shall have the meaning set forth in Section ‎5.1.7.


 


“Tail
D&O Insurance” shall have the meaning set forth in Section ‎3.2.2.2.


 


“Tax”
means (a) any taxes on gross or net income or profits and gains and (b) all other direct and indirect taxes, levies, duties (including
import and export duties), imposts, charges and withholdings in the nature of a tax imposed by any Tax Authority, including any
excise, property, real property, value added, sales, use, occupation, transfer, stamp, franchise and payroll taxes, and any and
all liability for the payment of any such amounts as a result of any successor or transferee liability, together with all penalties,
charges and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them;


 






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“Tax
Authority” means any Governmental Authority competent to impose any Tax, or assess or collect any Tax;


 


“Tax
Ordinance” means the Israeli Income Tax Ordinance (New Version) 1961, as amended, and the rules and regulations promulgated
thereunder;


 


“Transaction”
means the transactions contemplated by this Agreement.


 


“Transaction
Documents” means this Agreement, the BPT Acknowledgment and Release, the Option Holders’ Waiver, the Loan Assignment
Agreement, the Escrow Agreement and all other documents and contractual obligations to be executed and delivered in connection
herewith and therewith.


 


“Valid
Tax Certificate” means a certification or ruling issued by the Israeli Tax Authority (a) exempting a Person from the
duty to withhold Israeli Taxes with respect to the applicable consideration paid hereunder in respect of such Person’s portion
of the Purchased Shares, or (b) determining the aggregate amount of Taxes or the applicable rate of Israeli Tax to be withheld
from the applicable consideration in respect of such Person’s portion of the Purchased Shares, or (c) providing any other
instructions regarding the payment or withholding with respect to the applicable consideration paid hereunder in respect of such
Person’s portion of the Purchased Shares (including transfer of the withholding Tax amount to a trustee).


 


	2.	The
                                         Transaction



 


	2.1.	Transactions
                                         at the Closing.



 


		2.1.1.	Sale
                                         and Purchase of the Purchased Shares. At the Closing, the Purchaser shall purchase
                                         from the Seller, and the Seller shall sell, assign, transfer, convey and deliver to the
                                         Purchaser, the Purchased Shares, together with any and all rights attaching to the Purchased
                                         Shares, free and clear of all Encumbrances.



 


		2.1.2.	Sale
                                         and Purchase of Shareholder Loans. At the Closing, the Purchaser shall purchase from
                                         the Seller, and the Seller shall assign, transfer, and convey to the Purchaser, all right,
                                         title and interest in and to the Shareholder Loans, free and clear of all Encumbrances.



 


		2.1.3.	Treatment
                                         of Company Options. Prior to the Closing, and as a condition thereof, all outstanding
                                         Company Options will be cancelled, all rights of the Option Holders arising from the
                                         grant or cancellation of such Company Options shall be discharged by the Seller at its
                                         sole expense, and each of the Option Holders will execute a waiver and release in favor
                                         of the Company and the Purchaser in the form attached hereto as Schedule ‎2.1.3
                                         (the “Option Holders’ Waiver”).



 






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	2.2.	Purchase
                                         Price and Payment



 


		2.2.1.	Purchase
                                         Price. The aggregate consideration to be paid by Purchaser for the Purchased Shares
                                         and the acquisition of the Shareholder Loans shall be an amount of US$ 12,247 (twelve
                                         thousand two hundred and forty seven dollars) in respect of the Purchased Shares and
                                         US$ 9,487,753 (nine million four hundred and eighty seven thousand seven hundred and
                                         fifty three dollars) in respect of the Shareholder Loans (together, the “Purchase
                                         Price”), which shall be paid by the Purchaser in accordance with the provisions
                                         of Section ‎2.2.2 below



 


		2.2.2.	Payment
                                         of the Purchase Price.



 


The
Purchaser shall pay the Purchase Price to the Seller in the following manner:


 


(a)
By no later than January 3, 2019, the Escrow Amount will be transferred to the Escrow Account,


 


(b)
The balance of the Purchase Price, US$ 7,500,000 (seven million five hundred thousand dollars), minus the Down Payment
(the “Closing Payment”), will be transferred by the Purchaser to the Escrow Account one (1) Business Day prior
to the Closing and at the Closing will be released to Seller.


 


(c)
The Down Payment will be treated as follows: (i) if Closing occurs, the Down Payment shall be deemed a part of the Purchase Price,
as contemplated in Section ‎2.2.2(b) above; (ii) if Closing shall not occur as a result of a breach of the Agreement by the
Purchaser, and the Agreement is terminated by the Seller, the Down Payment will be deemed liquidated damages and will be retained
by the Seller; (iii) if Closing shall not occur as a result of a breach of the Agreement by the Seller, and the Agreement is terminated
by the Purchaser, the Down Payment will be reimbursed by the Seller to the Purchaser; (iv) if Closing shall not occur in circumstances
that neither Seller or Purchaser has breached the Agreement, and the Agreement is terminated by either the Seller or the Purchaser,
50% of the Down Payment will be deemed liquidated damages and will be retained by the Seller, and the balance of the Down Payment
will be refunded by the Seller to the Purchaser.


 


	2.3.	Utilization
                                         of the Escrow Amount 



 


		2.3.1.	The
                                         Parties hereby authorize the drawdown of the Escrow Amount for the purpose of making
                                         the following payments, as more particularized in the Escrow Agreement: (i) the BPT Payment;
                                         (ii) to the IIA, as shall be necessary to discharge the IIA Obligations; (iii) the Company
                                         Material Transaction Costs; (iv) the amounts (if any) payable to the Option Holder pursuant
                                         to the Option Holder Waiver, and (iv) any other amount (if any) as shall be conducive
                                         or necessary for the fulfillment of the Conditions Precedent; all in accordance with
                                         the terms of the Escrow Agreement.



 






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		2.3.2.	In
                                         the event that Closing will occur, the entire Escrow Amount will be deemed and treated
                                         as part of the Purchase Price and any amount thereof not utilized in accordance with
                                         Section ‎2.3.1 shall be transferred by the Escrow Agent to the Seller. Conversely,
                                         should Closing not occur, and the Agreement is terminated, the entire Escrow Amount (i.e.
                                         US$2,000,000 (two million dollars) will be refunded by the Seller to the Purchaser, except
                                         in circumstances that the non-occurrence of the Closing shall be due solely to Purchaser’s
                                         material breach of the Agreement, in which event, without prejudice to any other remedy
                                         Seller will be entitled to under this Agreement or by Law, the entire Escrow Amount (i.e.
                                         US$2,000,000 (two million dollars) will be deemed, for all intents and purposes, liquidated
                                         damages, and will be transferred by the Escrow Agent to the Seller. In the event of a
                                         dispute (in good faith) between Seller and Purchaser as to whether the non-occurrence
                                         of the Closing was due solely to the Purchaser’s material breach, such disputed
                                         amount shall remain in escrow in the Escrow Account, in accordance with the terms of
                                         the Escrow Agreement. For the purposes of this Section ‎2.3.2 only, “material
                                         breach” shall mean (i) Purchaser’s failure to pay any portion of the Purchase
                                         Price when required to do so hereunder and/or (ii) any other breach by the Purchaser
                                         of its obligations under this Agreement that prevents or can reasonably be expected to
                                         prevent the Closing from occurring.



 


		2.3.3.	Further
                                         arrangements for the drawdown and utilization of the Escrow Amount shall be set out in
                                         the Escrow Agreement.



 


	2.4.	Additional
                                         Escrow Actions



 


By
no later than December 27, 2018, the Seller deliverables referenced in Sections ‎3.2.1.1, ‎3.2.1.2, ‎3.2.1.4, ‎3.2.1.5,
‎3.2.1.11, ‎3.2.1.12, and ‎3.2.1.13 below (the “Seller Pre-Closing Deliverables”), and the Purchaser
deliverables referenced in Section ‎3.2.2.1, 3.2.2.2 and 3.2.2.4 below (the “Purchaser Pre-Closing Deliverables”),
will be delivered by the Seller and by the Purchaser respectively, to the Escrow Agent, to be held thereby pending Closing, in
accordance with the terms of the Escrow Agreement. Notwithstanding anything to the contrary in this Agreement, Purchaser shall
not be required to deposit the Escrow Amount until the Escrow Agreement has been signed by the Seller and the Escrow Agent and
the Seller Pre-Closing Deliverables have been deposited with the Escrow Agent.


 


	2.5.	Entire
                                         Consideration. The Purchase Price constitutes the entire consideration to be paid
                                         by the Purchaser in connection with the Transaction. The Seller shall be solely responsible
                                         for any and all payments to the Company Option Holders in connection with the Transaction
                                         and the cancellation of the Company Options.



 


	2.6.	Payment
                                         Mechanics. All payments shall be made by electronic IBAN transfer (העברת
                                         זהב ) on the due date for payment and actual receipt of the amount
                                         due shall be an effective discharge of the relevant payment obligation. Unless otherwise
                                         agreed in writing by the Purchaser and the Seller, any payments by electronic transfer
                                         under this Agreement shall be in immediately available funds in US dollars.



 






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	2.7.	Withholding
                                         Rights. Notwithstanding anything in this Agreement to the contrary, all amounts payable
                                         pursuant to the terms of this Agreement shall be subject to applicable Israeli Tax withholding
                                         requirements, and Purchaser shall be entitled to deduct and withhold, or cause to be
                                         withheld, from the Purchase Price such amounts as Purchaser is required to withhold under
                                         applicable Israeli Law with respect to any payments; provided, however, that in the event
                                         the Seller provides to Purchaser at least five (5) Business Days prior to the Closing
                                         Date a Valid Tax Certificate issued by the Israeli Tax Authority regarding the withholding
                                         (or exemption from withholding) from the amounts payable to the Seller (including all
                                         amounts payable to the Seller via the Escrow Agent), then the Israeli deduction and withholding
                                         of any such amounts will be made in accordance with the provisions of such certificate.
                                         To the extent that amounts are so withheld, Purchaser shall pay such withheld amounts
                                         to the applicable Israeli Tax Authority, will deliver to Seller and the Company a receipt
                                         evidencing such payment in full, and such payment will then be treated for all purposes
                                         of this Agreement as having been paid to the Seller.



 


	2.8.	PRC
                                         Governmental Approvals. Purchaser represents and warrants to Seller and the Company
                                         that it has received all the PRC Governmental Approvals required by the Purchaser in
                                         order to consummate the Transaction (“Purchaser Approvals”), and that
                                         except for the Purchaser Approvals, no consents, approvals, notifications or filings
                                         must be obtained from or submitted to any Person, including any Governmental Authority,
                                         in connection with the execution of this Agreement and the consummation of the Transaction
                                         by the Purchaser.



 


	2.9.	Follow-on
                                         Loan. Purchaser hereby indicates that, in addition to the Purchase Price, it currently
                                         intends, following the Closing and subject thereto, to advance to the Company a loan
                                         in the amount of US$ 4,000,000 for its post-Closing operation (the “Contingent
                                         Loan”). For the avoidance of doubt, the Contingent Loan (including the timing
                                         thereof) shall be at the sole discretion of the Purchaser and shall not be interpreted
                                         in any circumstance as a legally binding obligation of the Purchaser.



 


Purchaser
shall be solely responsible and liable for any risk or exposure connected to and/or resulting from the Contingent Loan. Without
prejudice to the generality of the preceding sentence, Purchaser hereby undertakes to indemnify and hold harmless the Seller,
the Company and their respective Affiliates, upon first demand, from and against any and all, direct and indirect, losses, liabilities,
obligations, Taxes, damages, costs and expenses (including reasonable attorney fees), incurred thereby connected to and/or resulting
from, in any way, directly or indirectly, the Contingent Loan.


 


		3.	Closing



 


		3.1.	Closing.
                                         Subject to the satisfaction or waiver of the conditions to set forth in Section ‎4.1
                                         and Section ‎4.2 (the “Conditions Precedent”), the completion
                                         of the sale and purchase of the Purchased Shares and the Shareholder Loans (the “Closing”)
                                         shall take place on the date which is the later of (i) February 18, 2019 or (ii) 6 (six)
                                         Business Days following the day on which the Conditions Precedent have been satisfied,
                                         or waived, or at such other date and time as the Purchaser and the Seller may mutually
                                         agree in writing (such date the “Closing Date”). The Closing may be
                                         accomplished remotely via the exchange of documents and signatures by facsimile and/or
                                         email.



 






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		3.2.	Closing
                                         Deliverables. At the Closing the following actions shall occur, which actions shall
                                         be deemed to take place simultaneously and no action shall be deemed to have been completed
                                         or any document delivered until all such actions have been completed and all required
                                         documents delivered:



 


		3.2.1.	Documents
                                         to be Delivered by Seller at the Closing. The Seller shall deliver to the Purchaser
                                         the following documents:



 


		3.2.1.1.	Board
                                         and Shareholder Resolutions. Copies of resolutions of the Board and of the Company’s
                                         shareholder (the Seller) in the forms attached as Schedule ‎3.2.1.1(i) and Schedule
                                         ‎3.2.1.1(ii) respectively, (i) approving the entry into, execution, delivery and
                                         performance of this Agreement as well as any and all documents and transactions contemplated
                                         by this Agreement and the other Transaction Documents, (ii) approving the cancellation
                                         of the Company Options, (iii) approving the transfer to the Purchaser by the Seller of
                                         the legal and beneficial title to the Purchased Shares and the Shareholder Loans; and
                                         (iv) ratifying all previous decisions taken by the Board prior to the Closing.



 


		3.2.1.2.	Share
                                         Transfer Deed. A share transfer deed in the form attached hereto as Schedule ‎3.2.1.2
                                         duly executed by Seller (the “Share Transfer Deed”).



 


		3.2.1.3.	Registration
                                         of Purchased Shares. The Company shall register the transfer of the Purchased Shares
                                         to the Purchaser in the shareholders register of the Company and provide the Purchaser
                                         with a true and correct copy of such register, in the form attached hereto as Schedule
                                         ‎3.2.1.3, together with a copy of the notice to be filed with the Registrar of
                                         Companies regarding the transfer of the Purchased Shares from Seller.



 


		3.2.1.4.	Assignment
                                         of Shareholder Loans. A duly executed deed of assignment in the form attached as
                                         Schedule ‎3.2.1.4 duly executed by the Seller, assigning to the Purchaser
                                         all rights, claims, actions and interests in connection with the Shareholder Loans (the
                                         “Loan Assignment Agreement”).



 


		3.2.1.5.	Option
                                         Surrender Agreements. The Option Holders’ Waiver executed by each of the Option
                                         Holders.



 


		3.2.1.6.	BPT
                                         Acknowledgment Letter and Release; The BPT Acknowledgment and Release, executed by
                                         the BPT Liquidator, together with proof that the BPT payment has been made from the Escrow
                                         Account, either by way of payment to the BPT Liquidator or by way of depositing such
                                         amount in escrow or any other act that will secure the release of the BPT Pledge and
                                         the entry into full force and effect of the BPT Acknowledgment and Release.



 






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		3.2.1.7.	IIA
                                         Obligations. Written confirmation by the IIA, or other evidence in a form reasonably
                                         satisfactory to the Purchaser, that the IIA Obligations have been repaid in full.



 


		3.2.1.8.	The
                                         Lease. Evidence in a form satisfactory to the Purchaser that the lessor has consented
                                         to the change of control of the Company.



 


		3.2.1.9.	Resignations
                                         of Directors. Duly executed resignations of the current members of the Board of Directors
                                         of the Company.



 


		3.2.1.10.	Officers
                                         Certificate - Company. A Certificate executed by the CEO of the Company, on the Company’s
                                         behalf, in the form attached hereto as Schedule ‎3.2.1.10, certifying that
                                         the conditions in Section ‎4.1.4 and Section ‎4.1.5 have been satisfied;



 


		3.2.1.11.	Legal
                                         Opinion. A due capacity, enforceability and authorisation opinion, in respect
                                         of the Seller, in the form attached as Schedule ‎3.2.1.11;



 


		3.2.1.12.	Release.
                                         A release, in the form attached hereto as Schedule ‎3.2.1.12, of all and any
                                         claims that Seller has or may have against any Group Company or their officers, duly
                                         executed by Seller (except that the release will exclude the Shareholder Loans, which
                                         are to be sold and assigned by the Seller to the Purchaser at Closing);



 


		3.2.1.13.	Management
                                         Letter. The Management Letter, executed by the CMO and CEO.



 


		3.2.2.	Documents
                                         to be Delivered by Purchaser at the Closing. The Purchaser shall deliver to the Seller
                                         the following documents:



 


		3.2.2.1.	Board
                                         Resolution. A copy of a resolution of the Purchaser’s Board of Directors, in
                                         a form reasonably acceptable to Seller and Company, (i) approving the entry into, execution,
                                         delivery and performance of this Agreement as well as any and all documents and transactions
                                         contemplated by this Agreement and the other Transaction Documents, (ii) approving the
                                         payment of the Purchase Price.



 


		3.2.2.2.	Copies
                                         of a resolution of the Company’ Board of Directors, to be dated immediately following
                                         the Closing, signed by the Purchaser’s appointees to the Board or Directors, in
                                         a form reasonably acceptable to Seller and Company, (i) approving the execution, delivery
                                         and performance of the Indemnification Agreement Letter substantially in the form attached
                                         hereto as Schedule ‎3.2.2.2(i), with the Company’s CEO and CMO; (ii)
                                         approving the purchase and maintenance of the directors’ and officers’ liability
                                         insurance “tail” in accordance with the proposal attached hereto as Schedule
                                         ‎3.2.2.2(ii) hereto (the “Tail D&O Insurance”).



 






    	 	11	 



     


    

 


		3.2.2.3.	Share
                                         Transfer Deed. The Share Transfer Deed duly signed by the Purchaser;



 


		3.2.2.4.	IIA
                                         Declaration. A duly signed declaration/confirmation, and any other such forms or
                                         instruments as shall be required by the IIA in connection with the Transaction; and



 


		3.2.2.5.	Appointment
                                         of Director. Evidence satisfactory to the Company of the appointment by Purchaser,
                                         effective as of the Closing, of at least one member of the board of directors of the
                                         Company.



 


		3.2.3.	Joint
                                         Escrow Instruction. The Purchaser and Seller shall deliver to the Escrow Agent a
                                         joint notice in the form attached hereto as Schedule ‎3.2.3 (the “Joint
                                         Escrow Instruction”), duly signed by the Purchaser and the Seller, instructing
                                         the Escrow Agent to release the Escrow Amount and the Closing Payment to the Seller and
                                         to release the Seller Pre-Closing Deliverables to the Purchaser and the Purchaser Pre-Closing
                                         Deliverables to the Seller.



 


		3.2.4.	The
                                         Purchaser shall make the Closing Payment as set forth in Section ‎2.2.2(b).



 


	4.	Conditions
                                         to Closing



 


	4.1.	Purchaser’s
                                         Conditions to Closing. The Purchaser’s obligation to consummate the Transaction
                                         is subject to the fulfilment, prior to or at the Closing, of each of the following conditions
                                         (any or all of which may be waived in whole or in part by such Purchaser, in its sole
                                         discretion):



 


		4.1.1.	the
                                         removal of the BPT Pledge;



 


		4.1.2.	the
                                         Company Material Transaction Costs shall have been paid from the Escrow Amount, as shall
                                         be confirmed by the Company;



 


		4.1.3.	Tax
                                         risks in relation to CEO’s remunerations: the Seller will provide an indemnity
                                         in a side letter for the tax risks in association with ex-CEO Teddy in the form attached
                                         hereto as Schedule ‎4.1.3(i); Gil and his company shall give an indemnity in a side
                                         letter in the form attached hereto as Schedule ‎4.1.3 (ii) for the Company’s
                                         current CEO, Gil.



 


		4.1.4.	the
                                         representations and warranties of the Seller and the Company set out in Section ‎5
                                         and of the CEO/CMO of the Company in the Management Letter shall be true and correct
                                         as of the date of this Agreement, and shall be true and correct in all material respects
                                         (other than representations and warranties qualified by “material” or “in
                                         all material respects,” which shall be true, correct and complete), as of the Closing
                                         Date as though made again on the Closing Date (except to the extent expressly made as
                                         of a specific earlier date, in which case on such specified earlier date);



 


		4.1.5.	the
                                         Seller and the Company shall have performed and complied with all obligations and covenants
                                         (including the delivery of any and all Closing deliverables under their responsibility
                                         which, for removal of doubt, includes the Joint Escrow Instruction) required by this
                                         Agreement and the other Transaction Documents to be performed or complied with by them
                                         prior to or at the Closing;



 






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		4.1.6.	no
                                         Proceeding shall have been instituted before any Governmental Authority to enjoin, restrain
                                         or prohibit the consummation of the Transaction; and



 


		4.1.7.	no
                                         Material Adverse Event shall have occurred; provided, however, that if Seller wishes
                                         to rely on the occurrence of a Material Adverse Event, it shall give Seller a written
                                         notice with respect thereto, promptly after becoming aware of such event, setting forth
                                         in detail the basis for such claim. Seller may, promptly, and in any event within 5 days
                                         after receipt of Purchaser’s notice, object to/dispute such notice by delivery
                                         to Purchaser of written notice of such dispute, and the Parties shall meet to discuss
                                         in good faith the dispute within 5 days after receipt of the Seller’s notice of
                                         dispute; it is understood and agreed that nothing in the foregoing notification and discussion
                                         process shall prejudice the rights of either the Seller or the Purchaser under this Agreement
                                         or applicable Law.



 


	4.2.	Seller’s
                                         Conditions to Closing. The obligation of the Seller to consummate the Transaction
                                         is subject to the fulfilment, prior to or at the Closing, of each of the following conditions
                                         (any or all of which may be waived in whole or in part by the Seller, in its sole discretion):



 


		4.2.1.	the
                                         representations and warranties of the Purchaser set out in Section ‎6 shall be true
                                         and correct in all material respects as of the date of this Agreement and shall be true
                                         and correct in all material respects (other than representations and warranties qualified
                                         by “material,” or “in all material respects,” which shall be
                                         true, correct and complete) as of the Closing Date as though made again on the Closing
                                         Date (except to the extent expressly made as of a specific earlier date, in which case
                                         on such specified earlier date);



 


		4.2.2.	the
                                         Purchaser shall have performed and complied with all obligations and covenants (including
                                         the delivery of any and all Closing deliverables under its responsibility which, for
                                         removal of doubt, includes the Joint Escrow Instruction) required by the Transaction
                                         Documents to be performed or complied with by it prior to or at the Closing;



 


		4.2.3.	without
                                         prejudice to the generality of Section ‎4.2.2 above, the Purchase Price shall have
                                         been deposited in the Escrow Account; and



 


		4.2.4.	no
                                         Proceeding shall have been instituted before any Governmental Authority to enjoin, restrain
                                         or prohibit the consummation of the Transaction.



 


	4.3.	Neither
                                         Party may rely on the failure of any condition set forth in this Section ‎‎4
                                         to be satisfied if such failure was caused by such Party’s failure to act in good
                                         faith or such Party’s failure to use its reasonable best efforts to cause the Closing
                                         to occur, as required by Section ‎ ‎7.4.



 






    	 	13	 



     


    

 


	5.	Representations
                                         and Warranties of the Seller and the Company



 


	5.1.	The
                                         Seller represents and warrants as of the date of this Agreement and, subject to the provisions
                                         of Section ‎7.1.3 and Section ‎7.1.4 concerning Interim Period Updates, as of
                                         the Closing Date as follows:



 


		5.1.1.	Organization.
                                         The Seller is duly organized, validly existing and in good standing (or the equivalent
                                         thereof) under the laws of the jurisdiction in which it is organized or formed.



 


		5.1.2.	Authorization.
                                         The execution, delivery and performance by the Seller of this Agreement, and the consummation
                                         of the transactions contemplated hereby and thereby have been duly and validly authorized
                                         by all necessary action on the part of the Seller and no other proceedings on the part
                                         of the Seller are necessary to authorize the execution, delivery and performance of this
                                         Agreement, and the consummation of the transactions contemplated hereby and thereby by
                                         the Seller. This Agreement is (assuming the valid authorization, execution and delivery
                                         of this Agreement by the Purchaser) the legal, valid and binding obligation of the Seller,
                                         enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
                                         moratorium and similar Laws to or affecting creditors’ rights and to general equity
                                         principles (provided that the Seller is not aware of any bankruptcy, insolvency, reorganization,
                                         moratorium or similar proceedings against or involving the Seller which would affect
                                         the enforceability of this Agreement).



 


		5.1.3.	The
                                         Purchased Shares.



 


		5.1.3.1.	Ownership
                                         of Shares. The Seller is the owner of all of the issued and outstanding share capital
                                         of the Company, free and clear of Encumbrances, other than as explicitly contemplated
                                         by the Articles of Association of the Company and by applicable Law, a complete and accurate
                                         copy of which has been provided to the Purchaser.



 


		5.1.3.2.	Authority
                                         to Transact. The Seller is, as of the date of this Agreement and as of the Closing
                                         Date, entitled to sell the full legal and beneficial interest in the Purchased Shares
                                         and the Purchased Shareholder Loans to the Purchaser on the terms set out in this Agreement.



 


		5.1.3.3.	Validity.
                                         The Purchased Shares are duly authorized, validly issued, fully paid and non-assessable
                                         and have the rights, preferences, privileges and restrictions set forth in the Company’s
                                         Articles of Association and by applicable Law; and were issued in compliance with all
                                         applicable Laws.



 


		5.1.4.	Shareholders’
                                         Loan. Schedule ‎5.1.4 provides details of the Shareholder Loans at the
                                         date hereof, including the source and amounts due under the Shareholder Loans, and a
                                         description of all relevant agreements and documents evidencing or originating the Shareholder’s
                                         Loans. An updated Schedule ‎5.1.4 will be delivered by the Seller to the Purchaser
                                         immediately prior to the Closing and will be attached to the Loan Assignment Agreement.



 






    	 	14	 



     


    

 


		5.1.5.	Disclosure
                                         of the Seller. No representation or warranty of the Seller contained in this Section
                                         ‎5, when read together, and together with the schedules referenced in this Section
                                         5, contains any untrue statement of a material fact or omits to state a material fact
                                         necessary in order to make the statements contained herein or therein, in light of the
                                         circumstances under which they were made, not misleading.



 


		5.1.6.	Company.
                                         The Company was incorporated on March 7, 2012, is duly organized and validly existing
                                         under the laws of the State of Israel, and has requisite corporate power and authority
                                         to own and operate its properties and assets and to conduct its business, as now conducted
                                         and as currently proposed to be conducted. The Company’s Certificate of Incorporation
                                         and Articles of Association, as currently in effect, are attached hereto as Schedule
                                         ‎5.1.6 (the “Organizational Documents”).



 


		5.1.7.	Subsidiaries.
                                         Set forth in Schedule ‎5.1.7(a) is a true and complete list, as of the date
                                         of this Agreement, of all of the Persons in which the Company either, directly or indirectly,
                                         is the general partner or owns, directly or indirectly, more than 50% of the share capital,
                                         shares, membership interests, other equity rights, interests or other securities or derivatives
                                         thereof (the “Subsidiaries” and each a “Subsidiary”).
                                         Except for the Subsidiaries the Company does not own, directly or indirectly, any capital
                                         stock, shares, membership interests, other equity rights, interests or other securities
                                         or derivatives thereof in any Person. Each of the Subsidiaries is duly organized and
                                         validly existing under the laws of the jurisdiction of its incorporation, and has requisite
                                         corporate power and authority to own and operate its properties and assets and to conduct
                                         its business, as now conducted and as currently proposed to be conducted.



 


		5.1.8.	Required
                                         Approvals. With the exception of the approvals set forth in Schedule ‎7.5,
                                         no other consents, approvals, notifications or filings must be obtained from or submitted
                                         to any Person, including any Governmental Authority, in connection with the execution
                                         of this Agreement and the consummation of the Transaction by the Seller and the Company
                                         (the “Required Approvals”).



 


		5.1.9.	Share
                                         Capital.



 


		5.1.9.1.	The
                                         authorized share capital of the Company is NIS 100,000, divided into 10,000,000 Ordinary
                                         Shares having a par value of NIS 0.01 per share, of which 1,000 Ordinary Shares are issued
                                         and outstanding.



 


		5.1.9.2.	The
                                         authorized share capital of each of the Subsidiaries is as set forth in Schedule ‎5.1.9.2.



 






    	 	15	 



     


    

 


		5.1.9.3.	Attached
                                         as Schedule ‎5.1.9.3(i) is a capitalization table which sets forth, as of
                                         the date of this Agreement, all of the issued and outstanding: (i) shares of the Company;
                                         (ii) options to purchase Ordinary Shares of the Company (the “Company Options”).
                                         Attached as Schedule ‎5.1.9.3(ii) are capitalization tables for each of the
                                         Subsidiaries which set forth, as of the date of this Agreement, all of the issued and
                                         outstanding shares of the Subsidiaries.



 


		5.1.9.4.	Except
                                         as set forth in Schedule ‎5.1.9.3(i) and Schedule ‎5.1.9.3(ii),
                                         there are no other shares, preemptive rights, convertible securities, outstanding warrants,
                                         options or other rights to subscribe for, purchase or acquire from the Seller, the Company,
                                         or the Subsidiaries, any share capital of the Company or the Subsidiaries, and, there
                                         are not any contracts or commitments by the Company or the Subsidiaries providing for
                                         the issuance of, or the granting of rights to acquire, any share capital of the Company
                                         or the Subsidiaries, or under which the Company or the Subsidiaries are, or may become,
                                         obligated to issue any of its securities.



 


		5.1.10.	Ownership
                                         of Shares. Attached as Schedule ‎5.1.10(i) hereto is a true and correct
                                         copy of the register of shareholders of the Company. Attached as Schedule ‎5.1.10(ii)
                                         hereto is a true and correct copy of the register of shareholders of each of the
                                         Subsidiaries (collectively, the “Shareholder Registers”). The Shareholder
                                         Registers accurately present the identity of each holder of shares (and the number and
                                         class of shares held by them) of the Company and its Subsidiaries. The Seller is the
                                         lawful owner, beneficially and of record, of all of the issued and outstanding share
                                         capital of the Company, and the Company is the lawful owner, beneficially and of record,
                                         of all of the issued and outstanding share capital of the Subsidiaries, in each case
                                         free and clear of any Encumbrance, restrictions, rights, options to purchase, proxies,
                                         voting trust and other voting agreements, calls or commitments of every kind, and no
                                         other Person owns any other stock, options or other rights to subscribe for, purchase
                                         or acquire any share capital of the Company or the Subsidiaries.



 


		5.2.	The
                                         Company represents and warrants as of the date of this Agreement and, subject to the
                                         provisions of Section ‎7.1.3 and Section ‎7.1.4 concerning Interim Period Updates,
                                         as of the Closing Date as follows:



 


		5.2.1.	Authorization
                                         & Approvals. All corporate actions on the part of the Company, necessary for
                                         the authorization, execution and delivery of this Agreement, and the performance of all
                                         obligations of the Company, has been taken or will be taken prior to the Closing.



 


		5.2.2.	Validity;
                                         No Breach. This Agreement and the documents to be delivered by the Company to the
                                         Purchaser at the Closing are duly executed and at the Closing shall constitute valid
                                         and legally binding obligations of the Company. This Agreement is (assuming the valid
                                         authorization, execution and delivery of this Agreement by the Purchaser) the legal,
                                         valid and binding obligation of the Company, enforceable in accordance with its terms,
                                         subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws to or
                                         affecting creditors’ rights and to general equity principles (provided that the
                                         Company is not aware of any bankruptcy, insolvency, reorganization, moratorium or similar
                                         proceedings against or involving the Company which would affect the enforceability of
                                         this Agreement). The execution and the delivery of this Agreement and the consummation
                                         of the Transaction, will not (i) violate the Company’s Organizational Documents;
                                         (ii) violate any Law, injunction, judgment, order, decree, ruling, charge, or other restriction
                                         of any Governmental to which the Group Companies are subject or by which they are bound;
                                         or (iii) conflict with, result in a breach of, constitute a default under, result in
                                         the acceleration of, create in any party the right to accelerate, terminate, modify,
                                         cancel, or require any notice under any agreement, lease, license, instrument, or other
                                         arrangement, to which the Group Companies are a party or by which they are bound, or
                                         to which their assets are subject, or result in the imposition of any Encumbrance upon
                                         such assets.



 






    	 	16	 



     


    

 


		5.2.3.	Directors,
                                         Officers. The current members of the Board of Directors of the Company and the members
                                         of the Board of Directors (or equivalent organ) of the Subsidiaries are listed in Schedule
                                         ‎5.2.3(a) hereto. The Company has no agreement, obligation or commitment with
                                         respect to the election of any individual or individuals to the Board, except as set
                                         forth in the current Articles of Association. The officers of the Company are listed
                                         in Schedule ‎5.2.3(b) attached hereto. All agreements, commitments and understandings,
                                         whether written or oral, with respect to any compensation to be provided to any of the
                                         Company’s directors or officers are as set forth in the table attached hereto as
                                         Schedule ‎5.2.3(c).



 


		5.2.4.	Accuracy
                                         of Seller Representations Regarding the Company. The representations and warranties
                                         of the Seller in Section ‎5.1.3.1 (Purchased Shares, except for the Purchased Shares
                                         being free and clear of Encumbrances), Section ‎5.1.4 (Shareholder Loans) Section
                                         ‎5.1.6 (Company), Section 5.1.7 (Subsidiaries), Section 5.1.8 (Required Approvals),
                                         Section 5.1.9 (Share Capital, in relation to matters which are in the Company’s
                                         knowledge only) and Section 5.1.10 (Ownership of Shares, in relation to matters which
                                         are in the Company’s knowledge only and except further that the Purchased Shares
                                         are free and clear of Encumbrances) are true and correct.



 


		5.2.5.	Affiliate
                                         Transactions



 


		5.2.5.1.	Except
                                         as set forth on Schedule ‎5.2.5‎: (i) there is no Contract containing
                                         outstanding obligations between any Group Company, on the one hand, and (A) any current
                                         or former officer, director, shareholder or other security holder of such Group Company,
                                         or (B) any Person who, to the Company’s Knowledge, is an Affiliate of any such
                                         current or former officer, director, shareholder of such Group Company, on the other
                                         hand; (ii) the Group Companies do not provide any asset, service or facility to any such
                                         current or former officer, director, employee, security holder or Affiliate, (iii) no
                                         such or former officer, director, shareholder or Affiliate provides any assets, services
                                         or facilities to any Group Company, and (iv) no Group Company beneficially owns, directly
                                         or indirectly, any debentures, notes and other evidences of indebtedness, stocks, securities
                                         (including rights to purchase and securities convertible into or exchangeable for other
                                         securities), interests in general and limited partnerships, mortgage loans and other
                                         investment or portfolio assets owned of record or beneficially by any Group Company,
                                         of any such officer, director, shareholder or Affiliate, except, in each of (i) through
                                         (iv) for Contracts or transactions between one Group Company to another.



 






    	 	17	 



     


    

 


		5.2.5.2.	Each
                                         of the Contracts listed in Schedule‎ 5.2.5 was entered into or incurred, as
                                         the case may be, on terms no less favorable to the relevant Group Company, as applicable
                                         (in the reasonable judgment of such Group Company) than if such Contract was entered
                                         into or incurred on an arm’s-length basis on competitive terms.



 


		5.2.5.3.	No
                                         claim for indemnification has been made from any Group Company by any director or officer
                                         of any Group Company.



 


		5.2.6.	Taxes.
                                         The Company has timely and properly filed with all relevant tax authorities all tax returns
                                         and reports required to be filed for all tax periods ending prior to the Closing Date
                                         and such filings are accurate and complete and all information required for a correct
                                         assessment of Taxes has been provided in accordance with Laws, including the facts regarding
                                         the income, profits, gain, credits, net operating losses, carrybacks and carryforwards
                                         (and any limitations thereupon), business, assets, operations, activities, status and
                                         other matters of the Company and any other information required to be shown thereon.
                                         The Company is not subject to any taxation outside its fiscal residence. All Taxes have
                                         been fully paid when due or fully provided for in the latest annual accounts and in the
                                         management accounts for the periods ending on the relevant dates of such accounts. The
                                         Company is not and will not become liable for any additional Tax pertaining to the periods
                                         up to such dates.



 


		5.2.7.	The
                                         Company has not been involved in any transactions, which could be characterized as tax
                                         evasion or avoidance. The Company has received no notice or advice pursuant to which
                                         the losses for tax purposes incurred by the Company are not trading losses available
                                         to be carried forward and set off against income in succeeding periods.



 


		5.2.8.	The
                                         Company has not waived any statute of limitations in respect to Taxes or agreed to any
                                         extension of time with respect to a Tax assessment or deficiency, in each case which
                                         has not expired. The Company is not currently the beneficiary of any extension of time
                                         within which to file any Tax return, other than automatic extensions obtained in the
                                         ordinary course of business. All material elections with respect to Taxes affecting the
                                         Company are set forth in the annual accounts.



 






    	 	18	 



     


    

 


		5.2.9.	The
                                         Company is not a party to or bound by (i) any obligation under any Tax sharing, Tax allocation,
                                         Tax indemnity or similar agreement or arrangement (including an indemnification agreement
                                         or arrangement), (ii) any agreement with a Tax Authority, (iii) any joint venture, partnership
                                         or other contract that would reasonably be expected to be treated as such for Tax purposes
                                         or (iv) any liability for the Taxes of any person (other than the Company), or as a transferee
                                         or successor, or by contract, or otherwise.



 


		5.2.10.	There
                                         are no tax audits, disputes or litigation pending or threatening, nor has any issue been
                                         subject to a discussion held between the Company and a Tax authority or has been raised
                                         by a Tax authority, with respect to the Company, and there is no basis for assessment
                                         of any deficiency in any Taxes against the Company which have not been provided for in
                                         the annual accounts or the management accounts or which have not been paid. There are
                                         no liens for Taxes upon any property or assets of the Company.



 


		5.2.11.	The
                                         Company has complied in all respects with all Laws relating to the payment, reporting,
                                         withholding and collection of Taxes and has within the time and manner prescribed by
                                         all Laws in all respects (i) withheld all Taxes required to be withheld including sums
                                         withheld for Taxes due in respect of all payments to employees, independent contractors,
                                         officers, directors, consultants, lenders and any other persons, (ii) collected all sales,
                                         use, value added, goods and services, and similar Taxes required to be collected, (iii)
                                         timely remitted all Taxes withheld and collected to the appropriate Tax authority in
                                         accordance with the Laws in all respects, (iv) has filed returns and deposits with the
                                         relevant Tax authority where applicable, and is not liable for any arrears of wages,
                                         compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing,
                                         and (v) its records contain all information and documents necessary to comply with, all
                                         requirements of all Laws relating to information reporting and other similar filing requirements.



 


		5.2.12.	The
                                         unpaid Taxes of the Company, whether or not assessed or disputed, did not, as of [insert
                                         date of financial statements provided to Purchaser] (the “Balance Sheet Date”),
                                         exceed the reserve for Tax Liability set forth on the face of the balance sheet included
                                         in the Financial Statements for the period ending on the Balance Sheet Date, a complete
                                         copy of which has been provided to the Purchaser (rather than in any notes thereto),
                                         and will not exceed such reserve as of the Closing Date. Since the Balance Sheet Date,
                                         the Company has not incurred any Liability for Taxes (i) from extraordinary gains or
                                         Losses within the meaning of IFRS, (ii) outside the ordinary course of business, or (iii)
                                         otherwise inconsistent with past custom and practice.



 


		5.2.13.	The
                                         Company has made available to the Purchaser complete and correct copies of (i) all Tax
                                         returns (including amended Tax returns), and all other Tax returns, of the Company for
                                         all tax years with respect to which the applicable statute of limitations has not expired,
                                         (ii) any audit report, ruling, decision, closing or settlement agreement, technical advice
                                         memorandum, tax holiday or similar document issued since the inception of each of the
                                         Company (or otherwise with respect to any audit or proceeding in progress) relating to
                                         Taxes of the Company, (iii) any examination reports, and statements of deficiencies assessed
                                         against or agreed to by the Company, and (iv) all material written communications to,
                                         or received by the Company from any Tax authority, and (v) all Tax opinions and legal
                                         memoranda and similar documents for the Company, in each case under (ii) to (v), for
                                         all taxable periods since inception. No election has been made with respect to Taxes
                                         of the Company in any Tax return that has not been made available to Buyer.



 






    	 	19	 



     


    

 


		5.2.14.	The
                                         Company is duly registered for the purposes of Israeli value added Tax (“VAT”)
                                         and has complied in all respects with all requirements concerning VAT. The Company (i)
                                         has not made any exempt transactions (as defined in the Israel Value Added Tax Law, 1975)
                                         and there are no circumstances by reason of which there might not be an entitlement to
                                         full credit of all VAT chargeable or paid on inputs, supplies, and other transactions
                                         and imports made by it (ii) has collected and timely remitted to the relevant Tax authority
                                         all output VAT which it is required to collect and remit under any applicable Law; and
                                         (iii) has not received a refund for input VAT for which it is not entitled under any
                                         Law.



 


		5.2.15.	The
                                         Company has duly collected all amounts on account of any use or sales transfer Taxes
                                         or VAT, including goods and services, harmonized sales and provincial or territorial
                                         sales Taxes, required by Law to be collected by it, and has duly and timely remitted
                                         to the appropriate Governmental Authority any such amounts required by any applicable
                                         Law to be remitted by it.



 


		5.2.16.	Neither
                                         the Company nor the Seller (solely with respect to the Shares) is subject to any restrictions
                                         or limitations pursuant to Part E2 of the Israeli Tax Ordinance or pursuant to any Tax
                                         ruling made in connection with the provisions of Part E2 of the Israeli Tax Ordinance.



 


		5.2.17.	The
                                         Company has not participated or engaged in, any transaction or action which would require
                                         special reporting in accordance with Section 131(g) of the Israeli Tax Ordinance and
                                         the Israeli Income Tax Regulations (Tax Planning Requiring Reporting), 2006, regarding
                                         aggressive tax planning, or any equivalent transaction which should be reported to any
                                         other government entity regarding aggressive tax planning. The Company did not receive
                                         any “reportable tax opinion” and did not take any “reportable position”,
                                         all within the meaning of Sections 131D and 131E of the Israeli Tax Ordinance and Sections
                                         67C and 67D of the Israeli VAT Law.



 


		5.2.18.	The
                                         Company is not and has never been a real property corporation (Igud Mekarke’in)
                                         within the meaning Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition),
                                         5723-1963.



 






    	 	20	 



     


    

 


	5.3.	Additional
                                         Representation or Warranties. Except as provided in this Section 5 and the Management
                                         Letter, none of the Company, the Seller nor their respective Representatives, have made,
                                         or is making, any representation or warranty whatsoever to Purchaser.



 


	6.	Representations
                                         and Warranties of the Purchaser



 


	6.1.	The
                                         Purchaser hereby represents and warrants to the Company, and acknowledges that the Company
                                         is entering into this Agreement in reliance thereon, as follows:



 


		6.1.1.	Authority.
                                         The Purchaser has full corporate power and authority to execute and deliver this Agreement
                                         and each other agreement contemplated hereby, to carry out its obligations hereunder
                                         and thereunder and to consummate the transactions contemplated on its part hereby and
                                         thereby. The execution, delivery and performance by the Purchaser of this Agreement and
                                         any other agreement contemplated hereby have been duly authorized by all necessary corporate
                                         action on the part of the Purchaser, and no other action on the part of the Purchaser
                                         is necessary to authorize the execution and delivery of this Agreement and any other
                                         agreement contemplated hereby by the Purchaser, or the performance by the Purchaser of
                                         its obligations hereunder. This Agreement, when executed and delivered by the Purchaser,
                                         will constitute the valid, binding and enforceable obligations of the Purchaser. The
                                         Purchaser has taken all corporate, partnership or other action necessary for the authorization,
                                         execution, delivery, and performance of its obligations under this Agreement;



 


		6.1.2.	Purchase
                                         for Own Account. The Purchaser is acquiring the Purchased Shares for its own account,
                                         not as a nominee or agent and not with a view to, or for the resale in connection with,
                                         any distribution. By executing this Agreement, the Purchaser further represents that
                                         the Purchaser does not presently have any contract, undertaking, agreement or arrangement
                                         with any Person to sell, transfer or grant participations to such Person or to any third
                                         Person, with respect to any of the Purchaser Shares.



 


		6.1.3.	Disclosure
                                         of Information. Without derogating from the representations and warranties of the
                                         Seller and the Company set forth in this Agreement, the Purchaser has (a) had an opportunity
                                         to ask questions and discuss the Group Company’s’ and/or its business, management,
                                         financial affairs with the Company’s management and has had an opportunity to review
                                         the Group Company’s’ facilities; ; and (b) conducted its own independent
                                         investigation of the Group Companies, their business and the transactions contemplated
                                         hereunder. The Purchaser hereby acknowledges and agrees that: (i) any fact, matter or
                                         circumstance disclosed by the Seller or the Company or any of their respective Representatives
                                         to the Purchaser or any of its Representatives, will not give rise to any liability or
                                         otherwise form the basis of any claim or action by the Purchaser against the Seller’s
                                         shareholders, the Seller, the Company or any of the respective Representatives thereof,
                                         except in circumstances of fraud, willful misrepresentation or willful omission; for
                                         the purposes of this Section 6.1.3, “disclosed” shall mean disclosed in any
                                         Transaction Document or in the data room made available by the Seller and the Company
                                         to the Purchaser in connection with this Transaction (the “VDR”) (and
                                         in connection with the VDR only, information uploaded until COB November 27, 2018); and
                                         (ii) other than the Seller’s and the Company’s representations and warranties
                                         set forth in Section 5 hereof and the representations of the CEO/senior executives of
                                         the Company set forth in the Management Letter, neither the Seller, the Company or any
                                         of its Subsidiaries, nor any of their respective Representatives have made any representation
                                         or warranty, express or implied, with respect to any Group Company.



 






    	 	21	 



     


    

 


		6.1.4.	Investment
                                         Experience. The Purchaser is experienced in transactions of this type is able to
                                         fend for itself, can bear the economic risk of purchasing the Purchased Shares and has
                                         such knowledge and experience in financial or business matters that the Purchaser is
                                         capable of evaluating the merits and risks of purchasing the Purchased Shares and protecting
                                         its own interests in connection therewith.



 


		6.1.5.	Governmental
                                         Consents. Assuming the truth and completeness of the representations and warranties
                                         of the Company contained in this Agreement, no consent, approval or authorization of,
                                         or designation, declaration or filing with, any Governmental Authority is required on
                                         the part of Purchaser with respect to such Purchaser’s execution or delivery of
                                         this Agreement or the consummation by Purchaser of the transactions contemplated hereby,
                                         except for the PRC government approvals already obtained as set forth in Section ‎2.8.



 


		6.1.6.	Financial
                                         Ability. Purchaser has, and at the Closing will have, cash on hand necessary to consummate
                                         the transactions contemplated by this Agreement on the Closing Date or in connection
                                         with the Closing.



 


		6.1.7.	Purchaser’s
                                         Jurisdiction. The Purchaser has satisfied itself as to the full observance of the
                                         laws of its jurisdiction in connection with the purchase of the Purchased Shares, including
                                         (i) the legal requirements within its jurisdiction for the purchase of the Purchased
                                         Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any
                                         governmental or other consents that may need to be obtained, and (iv) the income tax
                                         and other tax consequences, if any, that may be relevant to the purchase, holding, redemption,
                                         sale, or transfer of the Purchased Shares. The Purchaser’s purchase of and payment
                                         for and continued ownership of the Purchased Shares will not violate any applicable securities
                                         or other laws of the Purchaser’s jurisdiction.



 


		6.1.8.	Sales
                                         Turnover. Neither the Purchaser nor any subsidiary or affiliate thereof is registered
                                         in the State of Israel, conducts business in the State of Israel or has any merger affiliation
                                         with an Israeli company.



 


		6.1.9.	General.
                                         The Purchaser’s representations in this Section 6 do not contain any untrue statement
                                         of a material fact or omit to state a material fact necessary to make the statements
                                         herein not misleading, in view of the circumstances in which they were made.



 






    	 	22	 



     


    

 


	6.2.	Private
                                         Company. The Purchaser understands that the Company is a private Company and that
                                         the Purchased Shares have not been registered under the securities laws of any jurisdiction
                                         and therefore, the Purchased Shares will not be publicly tradable unless they are subsequently
                                         registered under applicable securities laws or an exemption from such registration is
                                         available.



 


	7.	Covenants



 


	7.1.	Conduct
                                         of Business.



 


		7.1.1.	From
                                         the date of this Agreement until the Closing Date (the “Interim Period”),
                                         the Company will continue to operate in the ordinary course of business, consistent with
                                         past practice and in material compliance with its existing governance and business policies.



 


		7.1.2.	Except
                                         as expressly provided for in this Agreement, Seller and Company shall not, directly or
                                         indirectly, do any of the following, without obtaining the prior written consent of the
                                         Purchaser which shall not unreasonably withheld or delayed:



 


		7.1.2.1.	enter
                                         into, renew, amend, or terminate any material contract, agreement, commitment, arrangement
                                         or transaction;



 


		7.1.2.2.	sell,
                                         lease, assign, hypothecate, encumber or otherwise transfer or dispose of any of Company’s
                                         material assets;



 


		7.1.2.3.	modify,
                                         cancel, amend, terminate, forfeit, fail to renew, assign or encumber, any existing material
                                         license, permit, consent, authority, operating right, lease, contract, agreement, commitment
                                         or arrangement; or



 


		7.1.2.4.	make
                                         any material change regarding its employees and/or other personnel, or agree to any such
                                         change to the extent that its agreement is required, including (i) the hiring or dismissal
                                         of any personnel, and (ii) any increase in the salary or economic benefits of any personnel,
                                         except to the extent required under the applicable Law.



 


		7.1.3.	If
                                         at any time during the Interim Period the Seller becomes aware that a Seller or Company
                                         representation or warranty has been breached, is or has become untrue or is or has become
                                         misleading, they shall as soon as practicably possible, notify the Purchaser of the relevant
                                         occurrence in sufficient detail to enable the Purchaser to make an accurate assessment
                                         of the situation (“Interim Period Update”).



 


		7.1.4.	An
                                         Interim Period Update shall be deemed to be information disclosed to the Purchaser for
                                         the purposes of this Agreement, in relation to which Seller and/or Company shall bear
                                         no liability to Purchaser. However, no such update shall be deemed to supplement or amend
                                         the Disclosure Schedule for the purpose of determining whether the condition set forth
                                         Section 4.1.4 has been satisfied.



 






    	 	23	 



     


    

 


	7.2.	Indemnification
                                         and Insurance.



 


		7.2.1.	Purchaser
                                         acknowledges that the Company has entered into or will prior to the Closing enter into
                                         an indemnification agreement with its current directors and officers in substantially
                                         the form attached hereto as Schedule ‎7.2.1. Purchaser shall cause the Company
                                         to comply with such indemnification agreements in accordance with their terms, and, except
                                         to the extent necessary to comply with the applicable Law, shall not, during a period
                                         of not less than seven (7) years from the Closing Date, amend, repeal or otherwise modify
                                         the provisions in its Organizational Documents concerning the indemnification and exoneration
                                         (including provisions relating to expense advancement) of the Company’s former
                                         and current officers, directors, employees and agents in any respect that would adversely
                                         affect the rights of those Persons thereunder, in each case, except as required by Law.



 


		7.2.2.	Purchaser
                                         will cause the Company to obtain the Tail D&O Insurance. All costs and expenses (including
                                         insurance premiums) relating to obtaining the Tail D&O Insurance as contemplated
                                         by this ‎Section 7.2 shall be borne by Purchaser up to the amount of US$10,000, and
                                         in excess of such amount by Seller.



 


		7.2.3.	Notwithstanding
                                         anything contained in this Agreement to the contrary, this ‎Section 7.2 shall survive
                                         the consummation of the Transaction. In the event that Purchaser or the Company or any
                                         of their respective successors or assigns consolidates with or merges into any other
                                         Person and shall not be the continuing or surviving corporation or entity of such consolidation
                                         or merger or transfers or conveys all or substantially all of its properties and assets
                                         to any Person, then, and in each such case, proper provision shall be made so that the
                                         successors and assigns of Purchaser or the Company, as the case may be, shall succeed
                                         to the obligations set forth in this ‎Section 7.2.



 


		7.2.4.	Purchaser
                                         shall assume and be jointly and severally liable with the Company for, each of the covenants
                                         in this ‎Section 7.2, provided that the Purchaser shall be deemed to have fulfilled
                                         its obligations pursuant to this Section 7.2 if it has exercised its rights as a shareholder
                                         of the Company, to the maximum extent of such rights, to cause the Company to comply
                                         with the undertakings set forth in this Section 7.2, and provided further that the Purchaser
                                         shall require, as a condition to the transfer of the Purchaser’s shares in the
                                         Company to any third party, that such third party assume the Purchaser’s obligations
                                         pursuant to this Section 7.2 with respect to such transferred shares.



 


	7.3.	Retention
                                         of Books and Records. Purchaser shall cause the Company to retain all books, ledgers,
                                         files, reports, plans, operating records and any other material documents pertaining
                                         to the Company in existence at the Closing for a period of seven (7) years from the Closing
                                         Date, and to make the same available after the Closing for inspection and copying by
                                         the Sellers Representative or its representatives (at the Sellers Representative’s
                                         expense), during regular business hours and upon reasonable request and upon reasonable
                                         advance notice.



 






    	 	24	 



     


    

 


	7.4.	Satisfaction
                                         of Conditions Precedent. Each of the Seller and the Purchaser shall use reasonable
                                         efforts to execute all documents and do and procure to be done all such acts and things
                                         as are reasonably within its power to ensure the Conditions Precedent are satisfied as
                                         soon as is reasonably practicable after execution of this Agreement. Each of the Company
                                         and the Purchaser shall keep the other party informed of the progress towards the satisfaction
                                         of the Conditions Precedent.



 


	7.5.	Certain
                                         Approvals. Notwithstanding anything to the contrary herein, the Purchaser acknowledges
                                         that Purchaser alone shall be responsible for and shall apply, after the Closing, at
                                         its cost, to obtain certain approvals listed in Schedule ‎7.5. The Company,
                                         on its part, shall provide the Purchaser, at the Purchaser’s request, with any
                                         reasonable assistance the Purchaser shall require in this respect.



 


	8.	No
                                         Liability



 


	8.1.	Survival
                                         of Representation and Warranties. All representations and warranties of the Seller,
                                         the Company and the Purchaser are deemed to be made on the date of this Agreement and
                                         at the Closing (in all respects), and shall expire, without need for any notice, on the
                                         Closing Date. Nothing in the foregoing shall affect the representations of the CEO and
                                         the CMO made in the Management Letter, which shall survive for the period set forth in
                                         the Management Letter.



 


	8.2.	Certain
                                         Third-Party Claims. Subject to consummation of the Closing and the terms and conditions
                                         set forth in this Agreement, the Seller hereby agrees to indemnify and hold harmless
                                         the Purchaser from and against any and all losses, liabilities, obligations and damages
                                         (collectively, “Losses”) arising from a claim by the following third
                                         parties only: the Option Holders, the BPT Liquidator or any Essence Shareholder, that
                                         such party is entitled to any amount on account of the Transaction.



 


	8.3.	No
                                         Other Liability. Purchaser acknowledges and agrees that, notwithstanding anything
                                         to the contrary herein, upon and subject to Closing, except as set forth in Section ‎8.2
                                         above, Seller shall bear no liability whatsoever to the Purchaser arising in any form
                                         or manner from this Agreement, legal, equitable or otherwise, arising at any time, whether
                                         before, on or after the date of this Agreement, except for claims based solely on:



 


(i)
fraud, willful misrepresentation or willful omission of the Seller; or


 


(ii)
a breach of the Seller’s covenants in Sections ‎2.1.1, Section ‎2.1.2, and Section ‎2.1.3 above.


 


	8.4.	Nothing
                                         in the foregoing or in this Agreement shall prevent the Purchaser from bringing an action
                                         for specific performance to enforce the performance of the Purchaser’s obligations
                                         under Sections ‎2.1.1, ‎2.1.2 and ‎2.1.3 above, provided the Purchaser will
                                         have fulfilled its obligations under the Agreement.



 


	8.5.	Binding
                                         Effect. Purchaser acknowledges that the foregoing waiver and release of Seller from
                                         liability is legally binding and that the Seller and the Company rely thereon in entering
                                         into this Agreement and consummating the transactions thereunder. Purchaser further acknowledges
                                         that the foregoing waiver and release of Seller from liability is and will be binding
                                         on Purchaser and all of its affiliates, subsidiaries, related entities, predecessors,
                                         successors and assigns.



 






    	 	25	 



     


    

 


	8.6.	If
                                         any claim, suit, action or other proceeding to which the indemnity set forth in Sections
                                         8.2 or 8.3 above applies (“Claim”) is brought against the Purchaser,
                                         the Purchaser shall give the Seller as soon as reasonably possible, notice of such Claim.
                                         Failure to duly and timely provide such notice will not exempt the Seller from its obligations
                                         under this Section 8, except to the extent that the defense of such Claim is prejudiced
                                         by the failure to give such notice. The Seller shall have the right to participate in
                                         or assume the defense of such Claim, provided that the Seller shall use counsel reasonably
                                         acceptable to the Purchaser in defending such Claim. The Purchaser shall, and shall avail
                                         its Representatives to, provide any and all assistance as shall be required by the Seller
                                         to defend the Claim, and may not settle or compromise any Claim brought against it for
                                         which the indemnity set forth herein is sought without the prior written consent of the
                                         Seller, which consent will not be unreasonably withheld.



 


	8.7.	Determination
                                         of Losses



 


		8.7.1.	The
                                         amount to be indemnified by Seller as Losses shall be net of any insurance proceeds and
                                         any indemnity, contribution or similar payment recovered from any third party with respect
                                         thereto. Purchaser shall use its reasonable commercial efforts to recover any such insurance
                                         proceeds, indemnity, contribution or similar payment.



 


		8.7.2.	Seller
                                         shall not be required to indemnify the Purchaser for contingent Losses until and to the
                                         extent such Losses materialize and such contingent Losses become an actual Losses. Nothing
                                         in the foregoing shall prevent the Purchaser from bringing a claim with respect to such
                                         contingent Loss that has not yet materialized within the period specified in Section
                                         8.7.



 


	8.8.	Maximum
                                         Liability. Notwithstanding anything to the contrary herein, the aggregate liability
                                         of the Seller in respect of any and all Claims other than fraud of the Seller shall be
                                         limited to and shall in no event exceed the Purchase Price.



 


	8.9.	Action
                                         or omission by Purchaser or the Company. In no event shall Seller be liable for the
                                         portion of any Loss that is caused or increased by the misconduct or negligence of the
                                         Purchaser, or the Company or any respective Representative thereof, after the Closing
                                         Date.



 


	8.10.	Mitigation.
                                         Nothing in this Agreement shall restrict or limit Purchaser’s general obligation
                                         to mitigate Losses it (or the Company) may incur in consequence of a matter giving rise
                                         to a Claim.



 


	8.11.	Indemnification
                                         Exclusive Remedy. Notwithstanding anything to the contrary herein, and except
                                         as set forth in Section ‎8.4, indemnification pursuant to the provisions of this
                                         Section 8 shall be the sole and exclusive remedy of the Purchaser and/or the Company
                                         under this Agreement.



 






    	 	26	 



     


    

 


	9.	Termination



 


	9.1.	Termination
                                         of this Agreement



 


This
Agreement may be terminated:


 


		9.1.1.	at
                                         any time, by the mutual written consent of the Seller and the Purchaser;



 


		9.1.2.	by
                                         the Seller or Purchaser, at any time after February 28, 2019 (the “End Date”),
                                         if Closing has not occurred as of such date, except that the right to terminate this
                                         Agreement in accordance with this Section ‎9.1.2 shall not be available to
                                         any Party whose material breach of any representation, warranty, covenant or agreement
                                         contained in this Agreement will have been the cause of, or will have directly resulted
                                         in, the failure of the Closing to occur on or before the End Date.



 


		9.1.3.	if
                                         Closing has not occurred, by the Purchaser, if the Company or the Seller have breached
                                         any representation, warranty, covenant or agreement contained in this Agreement or the
                                         other Transaction Documents and have not cured such breach within ten (10) days from
                                         the due date thereof, after written notice by Purchaser to the Seller setting forth a
                                         reasonably detailed description of such breach (provided, that, no cure period shall
                                         be required for a breach which by its nature cannot be cured).



 


		9.1.4.	if
                                         (a) Closing has not occurred, by the Seller if the Purchaser has breached any representation,
                                         warranty, covenant or agreement contained in this Agreement or the other Transaction
                                         Documents and has not cured such breach within ten (10) days from the due date thereof,
                                         after written notice by Seller to the Purchaser setting forth a reasonably detailed description
                                         of such breach (provided, that, no cure period shall be required for a breach which by
                                         its nature cannot be cured); or (ii) without prejudice to (a) above, in the event of
                                         non-transfer of the Escrow Amount into the Escrow Account by 17:00 Tel Aviv time on 4
                                         January 2019, by the Seller giving written notice to the Purchaser. To dispel any doubt,
                                         failure by the Purchaser to pay any part of the Purchase Price when due (subject to the
                                         foregoing curing periods) shall entitle the Seller to terminate this Agreement in accordance
                                         with this Section 9.1.4 (without prejudice to its rights under applicable Law), whereupon
                                         the entire Escrow Amount shall be treated in the manner set forth in Section 2.3.2 above.



 


		9.1.5.	if
                                         Closing has not occurred, by the Seller or Purchaser if (i) there shall be a final, non-appealable
                                         order of a court of competent jurisdiction in effect that prevents the consummation of
                                         the Transaction; or (ii) there shall be any final action taken, or any statute, rule,
                                         regulation or order enacted, promulgated or issued and deemed applicable to the Transactions
                                         by any Governmental Authority which would make consummation of the Transaction illegal
                                         or unenforceable; provided that written notice thereof shall be promptly given to the
                                         non-terminating Parties setting forth a reasonably detailed description of such basis
                                         for termination.



 






    	 	27	 



     


    

 


		9.1.6.	Any
                                         termination of this Agreement pursuant to this Section ‎9.1 shall become
                                         effective by the delivery of written notice by the terminating Party to the other Party,
                                         i.e., by Purchaser to the Seller or by the Seller to the Purchaser.



 


	9.2.	Effect
                                         of Termination



 


Upon
termination of this Agreement pursuant to Section ‎9.1, this Agreement and the rights and obligations of the Parties under
this Agreement shall automatically end without any liability against any Party or its Affiliates, except that (i) nothing in this
Section ‎9 relieves any Party from liability pursuant to the breach of any provisions of this Agreement prior to termination,
and (ii) the provisions of this Section ‎9 (Termination), Section ‎10 (Confidentiality), and Section ‎12 (Miscellaneous)
shall remain in effect in accordance with their terms.


 


	10.	Confidentiality



 


	10.1.	The
                                         Purchaser shall (and shall procure that its Representatives shall) keep confidential
                                         and not use or disclose publicly or to any third party any Confidential Information of
                                         the Seller, the Company and their respective Affiliates. The Seller shall (and shall
                                         procure that its Representatives shall) keep confidential and not use or disclose publicly
                                         or to any third party any Confidential Information of (i) the Purchaser and their Affiliates,
                                         and (ii) the Company and its Affiliates.



 


	10.2.	The
                                         foregoing restrictions shall not apply to documents and information if:



 


		10.2.1.	the
                                         disclosure thereof has been consented to by the other Party;



 


		10.2.2.	disclosure
                                         is of Confidential Information which has previously become publicly available other than
                                         through that Party’s action or failure to act (or that of its Representatives);



 


		10.2.3.	such
                                         information is otherwise required to be disclosed by the requirements of any applicable
                                         Law, a decision of a competent court or in connection with a legal or arbitral proceeding
                                         arising in connection with this Agreement or the other Transaction Documents or by a
                                         competent Governmental Authority, provided that in such case, the Party required to make
                                         such disclosure gives the other Party prompt notice thereof (to the extent legally permitted),
                                         and discloses only that portion of the Confidential Information that is required to be
                                         disclosed in accordance with the foregoing, and takes no action to oppose or interfere
                                         with efforts to seek confidential treatment of such Confidential Information.



 


		10.2.4.	the
                                         provisions of this Section ‎10 shall survive the Closing and remain
                                         in effect without limitation in time.



 


	11.	Public
                                         Announcements 



 


No
Party will issue or cause the publication of any press release or other public announcement with respect to this Agreement, the
other Transaction Documents or the Transaction, without the prior written consent of the other Parties (including as to the timing
and content of such announcement).


 






    	 	28	 



     


    

 


	12.	Miscellaneous



 


	12.1.	Fees
                                         and Expenses. Each of the Parties shall bear and pay the taxes, levies and expenses
                                         in relation with this Agreement and the transactions contemplated therein.



 


	12.2.	Additional
                                         Actions. Without derogating from the other Parties’ obligations under this
                                         Agreement, each of the Parties undertakes to sign all documents and carry out all actions
                                         which signing or execution by the parties are required to give effect to the provisions
                                         of this Agreement and implement them.



 


	12.3.	Assignments.
                                         No party to this Agreement shall be entitled to transfer or assign to other or others
                                         its rights or obligations under this Agreement or arising therefrom, unless with the
                                         prior written consent of the other party, provided, however that the Purchaser shall
                                         be entitled to transfer its rights and obligations under this Agreement to an Affiliate.



 


	12.4.	Law
                                         and Jurisdiction. This Agreement shall be governed by the laws of the State of Israel
                                         and the competent courts in Tel Aviv shall have exclusive jurisdiction in all matters
                                         pertaining to this Agreement.



 


	12.5.	Entire
                                         Agreement. This Agreement, including all schedules and annexes attached hereto constitutes
                                         the entire understanding of the parties and supersedes all oral or written representations
                                         or agreements, privileges or understandings between the parties.



 


	12.6.	Amendments.
                                         This Agreement may be amended by a written instrument duly signed by the Purchaser and
                                         the Seller, and any such Amendment will bind all of the Parties hereto.



 


	12.7.	Waivers.
                                         A waiver by a party of any of its rights under this Agreement shall not be effective
                                         unless made by a written instrument duly signed by such party and shall not be deemed
                                         a waiver of any other right hereunder.



 


	12.8.	Headings.
                                         The headings in this Agreement are inserted only as a matter of convenience and shall
                                         not be taken into consideration in the interpretation of this Agreement.



 


	12.9.	Preamble
                                         and Schedules. The preamble and annexes to this Agreement shall constitute an integral
                                         part thereof (and the term “this Agreement” appearing herein shall be interpreted
                                         as to include this document and all annexes thereto).



 


	12.10.	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which shall be
                                         deemed an original and enforceable against the parties actually executing such counterpart,
                                         and all of which together shall constitute one and the same instrument.



 


	12.11.	Non-Recourse.
                                         This Agreement may only be enforced against, and any claim or cause of action based upon,
                                         arising out of, or related to this Agreement or the transactions contemplated hereby
                                         may only be brought against, the Persons that are expressly named as parties hereto and
                                         then only with respect to, and to the extent of, the specific obligations set forth herein
                                         with respect to such party.



 






    	 	29	 



     


    

 


	12.12.	Third-Party
                                         Beneficiaries. This Agreement is a contract in favor of the Persons (i) released
                                         under Section 3.2.1.12; (ii) indemnified under Section 7.2.1; and/or (iii) insured under
                                         Section 7.2.2, all of whom shall be deemed “beneficiaries” of such obligations
                                         and undertakings, as such term is defined in Chapter 4 of the Contracts (General part)
                                         Law 5733-1973.



 


	12.13.	Notices.
                                         Any notice sent by one party to the others to the addresses set forth below shall be
                                         considered as having reached its destination, if it was delivered by hand, at the time
                                         of its delivery; if it was sent by registered mail, within 7 Business Days from the time
                                         it was so dispatched; if it was sent by email (so long as the sender of such email does
                                         not receive an automatic reply from the recipient’s email server indicating that
                                         the recipient did not receive such email), within 1 Business Day from the receipt of
                                         the confirmation of proper transmission of the notice.



 


	If
                                         to the Seller:
	Essence
    Venture Holdings Limited
	 	 	 
	 	Attention:	            
	 	Email:	 



 


	If
                                         to the Company:
	AMS
    Technologies Int. (2012) Ltd.
	 	 	 
	 	Attention:	 
	 	Email:	 



 


	If
    to the Purchaser:	Yantai
    Jinzheng Eco-Technology Co., Ltd.
	 	 	 
	 	Attention:	               
	 	Email:	 


 


Any
party hereto may from time to time change its address for notices by giving written notice of such changed address to the other
parties hereto.


 


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In
witness whereof the parties have set their signatures hereunto as of the date first indicated above:


 


	Essence
                                         Venture Holdings Limited


	 	AMS
    Technologies Int. (2012) Ltd.
	 	 	 	 	 
	Signature:
     	Johannes Sittard 	 	Signature:
    	Gil Meron 
	 	 	 	 	 
	By:	/s/ Johannes Sittard	 	By:	/s/ Gil Meron
	 	 	 	 	 
	Yantai
    Jinzheng Eco-Technology Co., Ltd. 	 	 	 
	 	 	 	 	 
	Signature:
    	Yuebiao Li	 	 	 
	 	 	 	 	 
	By:	/s/  Yuebiao
    Li