Exhibit 10.1


 


EXECUTION COPY


 





 



 


 


SHARE PURCHASE AGREEMENT


 


BY AND AMONG


 


DIGITAL TURBINE (EMEA) LTD.,


 


TRIAPODI LTD.


 


THE
STOCKHOLDERS


 


AND


 


THE
STOCKHOLDER REPRESENTATIVE


 


DATED AS OF MARCH 1, 2021


 


 






 



     


     


    




 


TABLE OF CONTENTS


 	Article 1	 	PURCHASE OF COMPANY SECURITIES	1
	 	 	 	 
	1.1	 	Purchase and Sale of Company Securities	1
	1.2	 	Purchase Price	2
	1.3	 	Payments at Closing	3
	1.4	 	Purchase Price Adjustment	4
	1.5	 	Company Share Option Plan	7
	1.6	 	Stockholder Representative	8
	1.7	 	Tax Withholding	10
	1.8	 	Paying Agent; Payment Procedure	11
	 	 	 	 
	Article 2	 	REPRESENTATIONS AND WARRANTIES ReGARDING THE COMPANY	12
	 	 	 	 
	2.1	 	Organization and Qualification; Subsidiaries	13
	2.2	 	Authorization; Enforceability	13
	2.3	 	Capitalization	13
	2.4	 	No Violation	15
	2.5	 	Consents	15
	2.6	 	Financial Statements	16
	2.7	 	Accounts Receivable	16
	2.8	 	Absence of Undisclosed Liabilities	17
	2.9	 	Absence of Certain Changes	17
	2.10	 	Material Contracts	18
	2.11	 	Title and Related Matters	20
	2.12	 	Real Property	21
	2.13	 	Litigation	21
	2.14	 	Tax Matters	21
	2.15	 	Compliance with Laws; Permits	25
	2.16	 	Privacy Laws	25
	2.17	 	ERISA	26
	2.18	 	Employees and Related Matters	28
	2.19	 	Intellectual Property	31
	2.20	 	Environmental Matters	36
	2.21	 	Dealings with Affiliates	37
	2.22	 	Insurance	37
	2.23	 	Brokerage and Transaction Based Fees	37
	2.24	 	Suppliers and Customers	37
	2.25	 	Improper and Other Payments	37
	2.26	 	Bank Accounts; Powers of Attorney	38
	2.27	 	No Disclosure	38
	2.28	 	No Other Representations	38




  






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 	Article 3	 	REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS	38
	 	 	 	 
	3.1	 	Authorization; Enforceability	38
	3.2	 	Title to Securities	39
	3.3	 	No Consents	39
	3.4	 	Litigation	39
	3.5	 	No Violation	39
	3.6	 	Tax Withholding Information	39
	3.7	 	No Other Representations	39
	 	 	 	 
	Article 4	 	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	39
	 	 	 	 
	4.1	 	Organization and Qualification	39
	4.2	 	Authorization, Etc	40
	4.3	 	No Violation	40
	4.4	 	No Consents	40
	4.5	 	Investment Intent	40
	4.6	 	Brokerage	40
	4.7	 	Experienced Investor	40
	4.8	 	Review of Company Information	41
	4.9	 	No Other Representations	41
	 	 	 	 
	Article 5	 	PRE-CLOSING COVENANTS	41
	 	 	 	 
	5.1	 	Further Assurances; Fulfillment of Conditions	41
	5.2	 	Conduct of the Business	41
	5.3	 	Interim Financial Information	43
	5.4	 	Exclusivity	43
	5.5	 	Confidentiality	44
	5.6	 	Full Access and Disclosure	45
	5.7	 	Public Announcements	45
	5.8	 	Notification	45
	5.9	 	D&O Tail Insurance Policy	46
	 	 	 	 
	Article 6	 	POST-CLOSING COVENANTS	46
	 	 	 	 
	6.1	 	Deliveries After Closing	46
	6.2	 	Spin-Off of AOD Business	46
	6.3	 	Non-Disclosure; Non-Competition; Non-Solicitation	48
	6.4	 	Public Announcements	52
	6.5	 	Use of Name	53
	6.6	 	AOD Transition Services	53
	6.7	 	Termination of Letter of Intent	54
	 	 	 	 
	Article 7	 	CLOSING; CLOSING CONDITIONS	54
	 	 	 	 
	7.1	 	Closing	54
	7.2	 	Conditions to the Obligations of the Purchaser	55
	7.3	 	Conditions to the Obligations of the Stockholders	57




  






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	Article 8	 	TAX MATTERS	57
	 	 	 	 
	8.1	 	Pre-Closing Returns	57
	8.2	 	Allocations	58
	8.3	 	Tax Contests	58
	8.4	 	Cooperation and Records Retention	59
	8.5	 	Termination of Tax Arrangements	59
	 	 	 	 
	Article 9	 	INDEMNIFICATION	59
	 	 	 	 
	9.1	 	Survival	59
	9.2	 	Monetary and Other Limitations	60
	9.3	 	Indemnification by the Stockholders	61
	9.4	 	Indemnification by the Purchaser	61
	9.5	 	Allocation of Losses	62
	9.6	 	Notice of Claims; Third Party Claims; Direct Claims	62
	9.7	 	Security for the Indemnification Obligation	64
	9.8	 	Exclusive Remedy	64
	 	 	 	 
	Article 10	 	TERMINATION	65
	 	 	 	 
	10.1	 	Methods of Termination	65
	10.2	 	Procedure Upon Termination	66
	 	 	 	 
	Article 11	 	MISCELLANEOUS PROVISIONS	66
	 	 	 	 
	11.1	 	Amendment and Modification	66
	11.2	 	Waiver of Compliance; Consents	66
	11.3	 	Notices	66
	11.4	 	Assignment	68
	11.5	 	Governing Law; Jurisdiction	69
	11.6	 	Counterparts	69
	11.7	 	Headings	69
	11.8	 	Entire Agreement	69
	11.9	 	Delays or Omissions	69
	11.10	 	Severability	70
	11.11	 	Expenses	70
	11.12	 	No Third Party Beneficiaries	70
	11.13	 	Disclosure Schedule; Exhibits	70
	11.14	 	No Strict Construction	70
	11.15	 	Construction	70
	11.16	 	Recitals	71
	11.17	 	Time of the Essence	71




  



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EXHIBIT:


 


Exhibit A
Definitions


Exhibit B
Form of Letter of Transmittal


Exhibit C
Form of Exchange Documents


Exhibit D
AOD Assignment Agreement


Exhibit E
AOD Transition Services


Exhibit F
Form of Release


Exhibit G
Description of AOD Business


 






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SHARE PURCHASE AGREEMENT


 


This
SHARE PURCHASE AGREEMENT (this “Agreement”), dated effective as of March 1, 2021, is by and among Digital
Turbine (EMEA) Ltd., (the “Purchaser”), Triapodi Ltd., an Israeli company (the “Company”),
Lipa Meir Trusts Ltd. (“Lipa”) solely as the Stockholder Representative and to that extent, and the
stockholders of the Company listed on the signature pages hereto under the heading “Stockholders” (the “Stockholders”
and, along with the Company, the “Seller Parties”). The Purchaser, the Company, Stockholder Representative
and the Stockholders are referred to collectively herein as the “Parties” and, individually, as a “Party.”
Capitalized terms used herein and not otherwise defined will have the meanings set forth in Exhibit A attached hereto.


 


RECITALS


 


WHEREAS, the Company
is in the ad-tech business of providing a transparent mobile app marketing platform for app advising placement and related services
in a programmatic fashion such as campaign design, creative design, advanced targeting, bidding and performance reporting (collectively,
the “Business”);


 


WHEREAS, the Stockholders
own one hundred percent (100%) of the issued and outstanding Company Securities;


 


WHEREAS, upon the
terms and subject to the conditions set forth in this Agreement, the Stockholders desire to sell to the Purchaser, and the Purchaser
desires to acquire from the Stockholders, one hundred percent (100%) of the Company Securities, free and clear of all Liens;


 


WHEREAS, upon the
terms and subject to the conditions set forth in this Agreement, at the Closing, each Company Option shall be cancelled in exchange
for the consideration set forth herein;


 


WHEREAS, the Stockholders
and the Board of Directors of the Company have approved the sale of the Company Securities, upon the terms and subject to the
conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to
be legally bound, hereby agree as follows:


 


Article 1

PURCHASE OF COMPANY SECURITIES


 


1.1            Purchase
and Sale of Company Securities. Upon the terms and subject to the conditions of this Agreement, the Stockholders will sell,
assign, convey, and transfer to the Purchaser, and the Purchaser will purchase from the Stockholders, on the Closing Date, all
of the Company Securities, free and clear of all Liens.


 






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1.2            Purchase
Price. In consideration for the conveyance of the Company Securities, and in reliance on the representations, warranties,
covenants and agreements of the Seller Parties contained in this Agreement and the other Transaction Documents, subject to adjustment
pursuant to Section 1.3 and Section 1.4 and as otherwise set forth in this Agreement, the aggregate purchase
price to be paid to the Securityholders for the Company Securities to be purchased pursuant to Section 1.1 will be
an aggregate amount equal to US $22,500,000 (the “Purchase Price”) in cash, such amount to be allocated among
the Securityholders based on the amounts and percentages set forth in Section 1.2 of the Disclosure Schedule (the
 “Stockholder Allocation Percentages”), provided however that, notwithstanding the aforesaid and anything else
to the contrary set forth in this Agreement, it is agreed that: (i) an aggregate amount of US $ 220,000 out of the Purchase
Price (the "Consultants Bonus") shall be deducted from the Purchase Price and payable, by the Paying
Agent, to Denis Ross and Issac Molcho, as set forth in the Funds Flow, and (ii) the Consultants Bonus shall not be deemed
as Transaction Expenses for the purposes of this Agreement.


 


Following the Closing
Date, the Purchaser or an Affiliate thereof will enter into retention bonus agreements (the “Retention Agreements”)
and performance bonus agreements (the “Performance Bonus Agreements”) with the following Persons and on the
following terms:


 


(a)            Each
Founder shall be entitled to receive, subject to Section 1.3 and Section 1.4 and the applicable Retention
Agreement and Performance Bonus Agreement: (A) a total of US $1,333,333 under the Retention Agreement to be entered into
with such Founder payable in the amounts and on the time frame set forth on Section 1.2(a) of the Disclosure Schedule;
and (B) a total of US $ 666,667 pursuant to the terms and conditions of the applicable Performance Bonus Agreement to be
entered into with such Founder payable in the amounts and on the time frame set forth on Section 1.2(a) of the Disclosure
Schedule.


 


(b)            The
employees set forth in Section 1.2(b) of the Disclosure Schedule (the “Entitled Employees”)
shall be entitled to receive, subject to Section 1.3 and Section 1.4 and the applicable Retention Agreements
and Performance Bonus Agreements, an aggregate amount US $ 2,000,000 out of which: (i) US $ 1,333,333 shall be paid pursuant
to the terms and conditions of the applicable Retention Agreements to be entered into with the Entitled Employees, and (ii) US
$ 666,667 shall be paid pursuant to the terms and conditions of the applicable Performance Bonus Agreements to be entered into
with the Entitled Employees.


 


(c)            Notwithstanding
the aforesaid, subject to Section 1.3 and Section 1.4 and the applicable Retention Agreement and Performance
Bonus Agreement, the full amounts under the Retention Agreements and Performance Bonus Agreements shall become due and payable
by the Purchaser to the applicable Founder immediately upon the earlier to occur of any of the following events: (a) termination
by the Company of such Founder’s employment for any reason other than for Cause, (b) termination by such Founder of
his employment with the Company for Good Reason, (c) death or Disability of such Founder, or (d) Change of Control of
the Purchaser or the Company.


 






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1.3            Payments
at Closing.


 


(a)            Closing
Payment Amount. Subject to adjustment as set forth in Section 1.4, on the Closing Date, the Purchaser will pay
(or cause to be paid) to the Paying Agent, for further payment to the Securityholders, in accordance with the Stockholder Allocation
Percentages, an aggregate amount equal to (i) the Purchase Price, minus (ii) the Indebtedness Payoff Amount,
minus (iii) the unpaid Transaction Expenses as of the close of business on the Closing Date, plus (iv) the
Estimated Working Capital Surplus, if applicable, minus (v) the Estimated Working Capital Shortfall, if applicable
(such net amount, the “Closing Payment Amount”), by wire transfer of immediately available funds in the amount
and to the bank account(s) set forth on the Funds Flow. Upon receipt of the Closing Payment Amount by the Paying Agent in
accordance with the Funds Flow, but without derogating from any of Purchaser’s other obligations under this Agreement, the
Purchaser will have no further liability arising out of the further distribution of the Closing Payment Amount to the Securityholders.
Notwithstanding the aforesaid, it is agreed that if the Closing Payment Amount is less than the Purchase Price, an amount equal
to the Purchase Price minus the Closing Payment Amount shall be deducted from the amounts payable to the Founders and the
Entitled Employees set forth in Section 1.2(a) and (b) (“Bonus Reduction Amount”)
and added to the Closing Payment Amount to be paid to the Paying Agent pursuant to this Section 1.3.


 


(b)           Payment
of Indebtedness. On the Closing Date, the Purchaser will pay, or cause to be paid, to the Paying Agent, for further payment
on behalf of the Company, the Indebtedness Payoff Amount by wire transfer of immediately available funds to the Closing Indebtedness
Holder(s) or bank account(s) specified in such payoff letter(s) and instructions delivered by the Closing Indebtedness
Holder(s) (the “Payoff Letter(s)”) with respect to the Indebtedness Payoff Amount set forth on the Funds
Flow. Pursuant to any such Payoff Letter(s), each Closing Indebtedness Holder will have been paid in full for any and all outstanding
notes (or similar debt instruments) relating to such Closing Indebtedness Holder’s Indebtedness Payoff Amount and, in the
event such Indebtedness Payoff Amount is secured, all related Liens will have been released with corresponding Lien releases being
delivered to the Purchaser concurrently upon such Closing Indebtedness Holder’s receipt of payment of the amount specified,
with the result that immediately following the Closing there will be no outstanding Indebtedness Payoff Amount or any other obligation
with respect (including any Lien or Guarantees) to the Purchaser and the Company and its Subsidiaries to any Closing Indebtedness
Holder.


 


(c)            Payment
of Transaction Expenses. On the Closing Date, the Purchaser will pay, or cause to be paid, to the Paying Agent, for further
payment on behalf of the Company and its Subsidiaries and the Stockholders, the unpaid Transaction Expenses by wire transfer of
immediately available funds to the Persons and bank account(s) specified in the Funds Flow.


 


(d)           Despite
anything to the contrary above, a portion of the Closing Payment Amount payable or otherwise deliverable to holders of Section 102
Shares or Section 102 Company Options shall, subject to and following the receipt of the Interim Option Ruling, be delivered
by the Paying Agent to the account of the 102 Trustee, to be held and released by the 102 Trustee in accordance with the terms
of this Agreement, Section 102, the Interim Option Ruling, the Option Tax Ruling and other approvals that may be issued by
the ITA. Payment to Option Holders which are not holders of Section 102 Company Options shall be delivered by the Paying
Agent (i) the account of the applicable employing Subsidiary for distribution of the portion of the Closing Payment Amount
payable or otherwise deliverable to such Option Holders through such Subsidiary’s payroll system, or (ii) to the holder
of such Company Options following withholding of all applicable tax.


 






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1.4            Purchase
Price Adjustment.


 


(a)            Pre-Closing
Adjustments. No later than three (3) Business Days prior to the Closing Date, the Company will prepare and deliver to
the Purchaser a certificate (the “Pre-Closing Statement”) setting forth the Company’s good faith estimate
(as of the Closing Date) of (A) the Indebtedness Payoff Amount to be paid pursuant to Section 1.3(b) (the
 “Estimated Indebtedness”), (B) the estimated aggregate amount of all Transaction Expenses to be paid pursuant
to Section 1.3(c) (the “Estimated Transaction Expenses”), (C) the estimated Working Capital
(the “Estimated Working Capital”), and (D) the Closing Payment Amount payable to the Paying Agent, for
further payment to the Securityholders at the Closing pursuant to Section 1.3(a), based on, among other things, the
foregoing clauses (A) through (C). The amount of Closing Payment Amount payable by the Purchaser on the Closing Date shall
be based on the amounts set forth in such Pre-Closing Statement (the “Estimated Closing Purchase Amount”).
Each of the foregoing calculations will be accompanied by reasonable supporting detail therefor. From and after the delivery of
the Pre-Closing Statement, the Company will provide the Purchaser and its Representatives with reasonable access to the financial
books and records and other information of the Company or that were used in the preparation of the Pre-Closing Statement that
the Purchaser may reasonably request. In the event the Purchaser disagrees with any of the calculations set forth in the Pre-Closing
Statement, including the Estimated Working Capital (or any of the components thereof), (y) the Purchaser will notify the
Company in writing of such disagreement, setting forth the basis of such disagreement and (z) the Company will consider in
good faith the Purchaser’s comments to the Pre-Closing Statement and/or any of the components thereof or calculations therein.


 


(b)            Post-Closing
Adjustments.


 


(i)         No
later than ninety (90) days after the Closing Date, the Purchaser will prepare and deliver to the Stockholder Representative a
statement (the “Post-Closing Statement”) setting forth the Purchaser’s good faith calculation (as of
the Closing Date) of (A) the Indebtedness Payoff Amount (the “Final Indebtedness”), (B) the aggregate
amount of all unpaid Transaction Expenses (the “Final Transaction Expenses”), (C) the Working Capital
(the “Final Working Capital”), and (D) the Closing Payment Amount (the “Final Closing Payment
Amount”), based on, among other things, the foregoing clauses (A) through (C). Each of the foregoing calculations
will be accompanied by reasonable supporting detail therefor (accompanied by supporting documents). During the period commencing
on the date the Post-Closing Statement is delivered to the Stockholder Representative and ending thirty (30) days thereafter (the
 “Review Period”), the Purchaser will provide the Stockholder Representative with reasonable access during normal
business hours with at least forty-eight (48) hours prior written notice to any working papers, documents, and data from the Purchaser
and/or the Company that were used to prepare the Post-Closing Statement.


 






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(ii)           During
the Review Period, the Stockholder Representative may provide written notice to the Purchaser disputing all or any part of the
Final Indebtedness, the Final Transaction Expenses, the Final Working Capital, and/or the Final Closing Payment Amount, specifying
in reasonable detail those items that the Stockholder Representative disputes (the proposed adjustment(s) or disputed item(s) to
which the Stockholder Representative objects are referred to herein as the “Disputed Amounts” and the Stockholder
Representative’s objection notice is referred to herein as the “Objection Notice”), it being understood
that, as part of an Objection Notice, the Stockholder Representative may request the examination and/or re-calculation of items
that have been understated in the Pre-Closing Statement or would otherwise increase the Estimated Closing Purchase Amount paid
at the Closing (an “Adjustment Request”). If the Stockholder Representative does not provide an Objection Notice
with respect to any such amounts prior to the expiration of the Review Period, any such amounts not so objected to will be final,
binding, non-appealable, and conclusive on the Parties.


 


(iii)          If
the Stockholder Representative delivers an Objection Notice to the Purchaser prior to the expiration of the Review Period, then
the Stockholder Representative and the Purchaser will negotiate in good faith to resolve the Disputed Amounts for thirty (30)
days following the Purchaser’s receipt of the Objection Notice (or such longer period as may be agreed to in writing by
the Purchaser and the Stockholder Representative, the “Negotiation Period”). If, during the Negotiation Period,
the Stockholder Representative and the Purchaser are able to resolve any Disputed Amounts, then such agreed upon amounts will
be set forth in a writing executed by the Purchaser and the Stockholder Representative and will become final, binding, non-appealable,
and conclusive on the Parties.


 


(iv)          If
a final resolution is not obtained within the Negotiation Period, the Purchaser and the Stockholder Representative will retain
for the benefit of all the Parties a nationally recognized public accounting firm (the “Independent Accountant”)
to resolve any remaining Disputed Amounts. If the Independent Accountant is retained, then (A) the Purchaser and the Stockholder
Representative will each submit to the Independent Accountant in writing, not later than fifteen (15) days after the Independent
Accountant is retained, their respective positions with respect to the Disputed Amounts, together with such supporting documentation
as they deem necessary or as the Independent Accountant requests, and (B) the Independent Accountant will, within thirty
(30) days after receiving the positions of both the Stockholder Representative and the Purchaser and all supplementary supporting
documentation requested by the Independent Accountant (or such longer period as may be requested by the Independent Accountant
and as agreed to by the Purchaser and the Stockholder Representative), determine those items in dispute on the Post-Closing Statement
(including, for the sake of clarity, any items relevant to an Adjustment Request, if made) and render its decision as to the Disputed
Amounts in a written report, detailing the resolution of the dispute, the reasons and explanations therefor and the resulting
calculation of the Adjustment Amount and, absent manifest error, such decision will be final, binding, nonappealable, and conclusive
on the Parties. Neither the Purchaser nor the Stockholder Representative will have or conduct any communication, either written
or oral, with the Independent Accountant without the other Party either being present (or having waived or declined its right
to be present) or receiving a concurrent copy of any written communication. The Purchaser and the Stockholder Representative,
and their respective Representatives, will cooperate fully with the Independent Accountant during its engagement and respond on
a timely basis to all requests for information or access to documents or personnel made by the Independent Accountant, all with
the intent to fairly and in good faith resolve all Disputed Amounts as promptly as reasonably practicable. The Parties will be
entitled to have a judgment entered on such written report in any court of competent jurisdiction. In resolving any disputed item,
the Independent Accountant (a) may not assign a value to any particular item greater than the greatest value for such item
claimed by either the Purchaser or the Stockholder Representative, or less than the lowest value for such item claimed by either
the Purchaser or the Stockholder Representative, in each case, as presented to the Independent Accountant, (b) shall have
no right, authority or discretion to employ any accounting standard or principles except for those provided for in this Agreement
and used in the preparation of the Closing Balance Sheet and the Post-Closing Statement, (c) shall not be bound by procedure
law or rules of evidence, (d) shall not have authority to issue injunctions, Orders or other interlocutory remedies,
(e) will be bound by the principles set forth in this Agreement, (f) will act as an expert and not as an arbitrator,
and (g) will limit its review to matters specifically set forth in the Objection Notice, (or with respect to any items relevant
to an Adjustment Request, if made) or by the Purchaser. The fees and expenses of the Independent Accountant will be paid by the
Party whose estimate of the Disputed Amounts is furthest from the Independent Accountant’s calculation of the Disputed Amounts
(in addition to any costs and expenses pursuant to Section 11.11).


 






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(v)            The
final and binding amounts of the Indebtedness Payoff Amount, the Transaction Expenses, and the Working Capital, as finally determined
in accordance with this Section 1.4, will be the “Actual Indebtedness,” the “Actual Transaction
Expenses,” and the “Actual Working Capital,” respectively.


 


(vi)            For
purposes of this Agreement, the “Adjustment Amount” means an amount (which may be a negative number) equal
to the sum of (A) the Estimated Indebtedness minus the Actual Indebtedness, plus (B) the Estimated Transaction
Expenses minus the Actual Transaction Expenses, plus (C) the Actual Working Capital minus the Estimated
Working Capital.


 


(vii)           If
the Adjustment Amount is a positive number (the “Excess Amount”), then promptly (but in any event within three
(3) Business Days) after the date on which such amount is finally determined in accordance with this Section 1.4,
the Purchaser will (A) increase the aggregate amount payable to the Founders and the Entitled Employees set forth in Section 1.2(a) and
(b) by an amount equal to the lower of the Bonus Reduction Amount and the Excess Amount and (B) then pay or cause
to be paid to the Paying Agent, for further payment to the Stockholders, in accordance with the Stockholder Allocation Percentages,
an amount in cash equal to the positive difference, if any, of the Excess Amount minus the Bonus Reduction Amount, by wire transfer
of immediately available funds. Upon receipt (if any) by the Paying Agent of such portion of the Excess Amount, the Purchaser
will have no further liability arising out of payment of the Excess Amount to the Securityholders. If the Adjustment Amount is
a negative number (the “Shortfall Amount”), the Shortfall Amount shall be payable by the Founders and Entitled
Employees in accordance with their pro-rata share in the amounts payable to them under the Retention Agreements and Performance
Bonus Agreement (the “Applicable Amounts”), by way of setting such Shortfall Amount from the Applicable Amounts
as follows: (i) 2/3 of the Shortfall Amount shall be deducted and set off from the Applicable Amounts payable under the Retention
Agreements, and (ii) 1/3 of the Shortfall Amount shall be deducted and set off from the Applicable Amounts payable under
the Performance Bonus Agreements.


 






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(viii)            Any
amount payable pursuant to this Section 1.4 shall be treated as an adjustment to the Purchase Price by the Parties
for Tax purposes, unless otherwise required by Law.


 


1.5            Company
Share Option Plan.


 


(a)          All
outstanding share options related to Securities of the Company issued or granted under the Company’s 2012 Israeli Share
Option Plan (the “Option Plan”) and any other rights to acquire shares issued and approved by the Company (together,
the “Company Options”) will be, (a) immediately prior to the Closing but conditioned upon the occurrence
of the Closing, fully vested and exercisable and (b) at and following the Closing, holders of Company Options shall have
no rights with respect thereto, other than those specifically provided under this Section 1.5. Without limiting the
foregoing, the Company shall deliver to Purchaser prior to the Closing, evidence that the Company’s Board has validly adopted
resolutions to effect that (i) all unvested Company Options have been accelerated and shall become Vested Company Options
(as defined below) at the Closing and (ii) any Vested Company Options shall have been cancelled at the Closing, in accordance
with the provisions of Section 1.5(b) below.


 


(a)          Prior
to the Closing but subject thereto, the Company shall cause each Company Option that is vested, outstanding and unexercised immediately
prior to Closing, including all Company Options which shall have been fully accelerated at the Closing in accordance with Section 1.5(a) above
(each a “Vested Company Option,” and collectively, the “Vested Company Options”), to be
cancelled, terminated and extinguished as of the Closing, in consideration for the right to receive, subject to (a) the terms
of the Option Tax Ruling (for the applicable Vested Company Option) and (b) receipt of duly executed Letter of Transmittal
substantially in the form attached hereto as Exhibit B (the “Letter of Transmittal”) by each such
holder of Company Option, in respect of such Vested Company Option immediately prior to such cancellation, an amount (subject
to any applicable withholding Tax) in cash equal to (i) the Per Ordinary Share Purchase Price minus (ii) the
Options Exercise Amount subject to the terms of such Vested Company Option (it being understood that, if the Options Exercise
Amount payable in respect of an Ordinary Share subject to any such Vested Company Option equals or exceeds the Per Ordinary Share
Purchase Price, then the amount payable to the relevant holder of Vested Company Option under this Section 1.5(b) with
respect to such Vested Company Option shall be zero) (the “Vested Option Consideration”). Each holder of a
Vested Company Option cancelled as provided in this Section 1.5(b) shall cease to have any rights with respect
thereto, except the right to receive the Vested Option Consideration (if any) specified in this Section 1.5(b), without
interest. The Vested Option Consideration payable to each holder of Vested Company Option is set forth opposite the name of such
Company Option Holder in the Funds Flow. For clarity, the Founders shall not receive any Vested Option Consideration.


 


(b)          Notwithstanding
anything to the contrary in this Section 1.5 or elsewhere in this Agreement, (i) any payments of consideration
for Section 102 Shares or Section 102 Company Options, shall not be paid directly to the holders of such Securities
but shall be paid (by the Paying Agent, subject to the receipt of the Interim Option Ruling) to the 102 Trustee and distributed
by the 102 Trustee, subject to Tax withholding and in accordance with the Option Tax Ruling and the Interim Option Ruling,
and otherwise in accordance with the terms hereof.


 






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(c)          The
Company, in full coordination with the Purchaser, has filed with the ITA an application for a ruling (the “Interim Option
Ruling”) confirming, among others, that the Purchaser shall be exempt from withholding tax in relation to payments made
under this Agreement in relation to 102 Company Options, 3(i) Company Options and 102 Company Shares (which ruling may be
subject to customary conditions regularly associated with such a ruling). Following Closing, the Stockholder Representative, Company
counsel and Purchaser counsel in full coordination with each other shall prepare and file with the ITA a request for the Option
Tax Ruling. The Stockholder Representative shall cause its Israeli counsel, accountants and other advisors, to coordinate all
activities in relation to obtaining the Interim Option Ruling and the Option Tax Ruling with the Purchaser and its Israeli counsel
and to coordinate any activities with the Purchaser and its Israeli counsel, including any written or oral submissions, meetings
with the tax authorities, as may be necessary proper and advisable. Subject to the terms and conditions hereof, the Parties (other
than the Stockholder Representative, if not a Stockholder) shall cooperate to promptly take, or cause to be taken, all commercially
reasonable actions and to do, or cause to be done, all commercially reasonable things necessary, proper or advisable under applicable
Law to obtain the Option Tax Ruling as promptly as practicable. The language of the Option Tax Ruling and, the Interim Option
Ruling shall be subject to the prior written approval of the Purchaser or its counsel (which approval shall not be unreasonably
withheld, delayed or conditioned). Should Purchaser’s counsel not attend any meeting with the ITA, the Company shall provide
Purchaser with an update of such meeting or discussion within two (2) Business Days of such meeting or discussion


 


1.6            Stockholder
Representative.


 


(a)          By
the execution and delivery of this Agreement, each Stockholder hereby irrevocably constitutes and appoints Lipa as his, her or
its true and lawful agent and attorney-in-fact (the “Stockholder Representative”), with full power of substitution
to act in such Stockholder’s name, place and stead with respect to all transactions contemplated by and all terms and provisions
of this Agreement, and to act on such Stockholder’s behalf in any dispute, litigation or arbitration involving this Agreement,
and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholder Representative
shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation,
the power (provided, however, that notwithstanding the foregoing or anything to the contrary set forth herein, the
powers conferred above and below shall not authorize or empower the Stockholder Representative: (i) to do or cause to be
done as to any matter insofar as such matter relates solely and exclusively to indemnification or waiver by a single Stockholder
as a result of a breach of this Agreement by such Stockholder (without such Stockholder’s prior written consent), whereupon
the Stockholders Representative may appoint the Stockholder who is alleged to be in breach of this Agreement to handle all matters
related to such indemnification claim on behalf of the Stockholder Representative, and all references to the Stockholder Representative
in such event shall include also such Stockholder and any action of the Stockholder Representative in breach of (i) or (ii) above
shall be deemed null and void):


 


(i)          to
waive any condition to the obligations of such Stockholder to consummate the transactions contemplated by this Agreement;


 






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(ii)          to
execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein,
on behalf of such Stockholder which the Stockholder Representative deems necessary or appropriate in connection with the consummation
of the transactions contemplated by this Agreement;


 







(iii)          to
do or refrain from doing any further act or deed on behalf of such Stockholder which the Stockholder Representative deems necessary
or appropriate in its sole discretion relating to the subject matter of this Agreement, as fully and completely as such Stockholder
could do if personally present;


 


(iv)          to
give and receive notices and communications (including to the Purchaser and the Paying Agent);


 


(v)          to
object to such payments, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with
Orders of courts and awards of arbitrators with respect to such claims; and


 


(vi)          to
negotiate and settle any indemnification Claim hereunder.


 


The Stockholder Representative
may resign at any time, provided that it reasonably cooperates with the Stockholders for the appointment of a successor
Stockholder Representative.


 


(b)           The
appointment of the Stockholder Representative shall be deemed coupled with an interest and shall be irrevocable, and Purchaser,
its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholder
Representative on behalf of the Stockholders in all matters referred to herein. All notices delivered by the Purchaser or the
Company (following the Closing) to the Stockholder Representative (whether pursuant hereto or otherwise) for the benefit of the
Stockholders shall constitute notice to the Stockholders. The Stockholder Representative shall act for the Stockholders on all
of the matters set forth in this Agreement.


 


(c)            All
actions, decisions and instructions of the Stockholder Representative taken, made or given pursuant to the authority granted to
the Stockholder Representative pursuant to this Section 1.6 shall be conclusive and binding upon each Stockholder,
and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same.


 


(d)            The
provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled
with an interest and surviving death or dissolutions, granted by the Stockholders to the Stockholder Representative and shall
be binding upon the executors, heirs, legal representatives, successors and assigns of each such Stockholder.


 






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(e)           Notwithstanding
any provision to the contrary in this Section 1.6 or any other section of this Agreement, a Stockholder can terminate
the appointment and agency relationship of Lipa as the Stockholder Representative and the power and authority granted to such
Stockholder Representative hereunder upon written notice to the Purchaser and the other Stockholders; provided that
the termination of Lipa as the Stockholder Representative shall not be effective for any purpose under this Agreement unless and
until such time as (i) the Stockholders have appointed a replacement Stockholder Representative and provided notice of the
appointment of such replacement to the Purchaser and (ii) such replacement Stockholder Representative has delivered to the
Purchaser a counterpart signature page hereto pursuant to which such replacement Stockholder Representative confirms his,
her or its agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to Lipa
in his capacity as the Stockholder Representative immediately prior to the effectiveness of such replacement.


 


(f)            Lipa
shall not be liable to any action or inaction taken or not taken by it while acting in good faith (and any act done or omitted
pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct.


 


(g)            Lipa
shall serve as the Stockholder Representative without compensation and the Stockholders shall fully indemnify Lipa and hold it
harmless against any loss, liability, expense or damage incurred by it while acting without gross negligence, willful misconduct
or bad faith arising out of, resulting from or in connection with the acceptance or administration of its powers and/or activities
hereunder, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred
by Lipa.


 


(h)            Lipa
may resign at any time, upon not less than seven days’ prior written notice to Purchaser and the Stockholders provided that
such resignation shall not be effective for any purpose under this Agreement unless and until such time as (i) the Company
Majority Stockholders have appointed a replacement Stockholder Representative and provided notice of the appointment of such replacement
to the Purchaser and (ii) such replacement Stockholder Representative has delivered to the Purchaser a counterpart signature
page hereto pursuant to which such replacement Stockholder Representative confirms his, her or its agreement to be subject
to and bound by all of the provisions set forth in this Agreement that were applicable to Lipa in his capacity as the Stockholder
Representative immediately prior to the effectiveness of such resignation.


 


1.7            Tax
Withholding.


 


(a)            Notwithstanding
any other provision in this Agreement to the contrary, but subject to Section 1.7(b), the Purchaser (other than with
respect to payments to the Paying Agent pursuant to this Agreement), Paying Agent and 102 Trustee (each a “Payor”)
shall be entitled to deduct and withhold (but without duplication) from any amount payable or otherwise deliverable pursuant to
this Agreement to any Person such amounts as Payor reasonably determines are required to be deducted and withheld with respect
to the making of any such payment under any provision of U.S. federal, state, local or non-U.S. Tax Law, including the Ordinance
or under any other applicable Law. To the extent such amounts are so deducted or withheld and remitted to the applicable Tax Authority
within the timeframes under applicable Law, such deducted and withheld amount shall be treated for all purposes under this Agreement
as having been paid to the Person to whom such amounts would otherwise have been paid. To the extent any Tax is withheld, the
Payor shall promptly furnish the applicable Person with documentation evidencing such Tax withholding.


 






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(b)           Notwithstanding
the provisions of Section 1.7(a) above, with respect to Israeli Taxes, and in accordance with the Paying Agent
undertaking provided by the Paying Agent to the Purchaser as required under Section 6.2.4.3 of the Income Tax Circular 19/2018
(Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future
Dates), any amounts payable pursuant to this Agreement to any Person (other than holders of Section 102 Shares and Company
Options) shall be paid to and retained by the Paying Agent for the benefit of each such payment recipient for a period of one
hundred eighty (180) days from the date of such payment or an earlier date required in writing by a payment recipient (the “Withholding
Drop Date”) during which time unless requested otherwise in writing by the ITA, no payments shall be made by the Paying
Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this
Agreement‎, except as provided below and during which time each payment recipient may obtain a Valid Tax Certificate. If a
payment recipient delivers, no later than three (3) Business Days prior to the Withholding Drop Date, a Valid Tax Certificate
to the Paying Agent, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions
of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such payment recipient.
If any payment recipient (i) does not provide the Paying Agent with a Valid Tax Certificate by no later than three (3) Business
Days before the Withholding Drop Date, or (ii) submits a written request to the Paying Agent to release his portion of the
consideration payable at Closing prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later
than three (3) Business Days before such time, then the amount to be withheld from such payment recipient’s portion
of the consideration shall be calculated according to the applicable withholding rate as reasonably determined by the Paying Agent,
calculated in NIS based on the U.S. dollars to NIS exchange rate on the actual payment date, and the balance ‎of the payment
that is not withheld shall be paid to such payment recipient. Any currency conversion commissions will be borne by the applicable
payment recipient and deducted from payments to be made to such payment recipient.


 


(c)          Notwithstanding
anything to the contrary herein, any payments made to holders of Section 102 Company Options, Section 3(i) Company
Options or Section 102 Shares will be subject to deduction or withholding of Israeli Tax under the Ordinance, on the fifteenth
(15th) day of the calendar month following the month during which the Closing occurs, unless prior to the fifteenth (15th) day
of the calendar month following the month during which the Closing occurs the Option Tax Ruling (or the Interim Option Ruling)
shall have been obtained, in which case withholding shall be as determined in the Option Tax Ruling (or the Interim Option Ruling)
or a Valid Certificate was provided.


 


(d)          Payments
made with respect to Company Options granted to employees of the Company's US Subsidiary shall be subject to tax withholding through
US payroll.


 


1.8            Paying
Agent; Payment Procedure.


 


(a)           Paying
Agent. I.B.I. Trust Management (the “Paying Agent”) shall serve as paying agent under the Paying Agent
Agreement. The fees and expenses of the Paying Agent shall be borne fifty percent (50%) by Purchaser and the other fifty percent
(50%) shall be a Transaction Expense.


 






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(b)            Payment
Procedure.


 


(i)            Promptly
after the Closing and in any event within five (5) Business Days after the Closing Date, the Paying Agent shall deliver to
each Option Holder a copy of the Letter of Transmittal;


 


(ii)          (A) Each
Stockholder (directly, or through an authorized agent, trustee or proxy) will deliver the share certificates representing such
Stockholder’s Company Securities to the Paying Agent for cancellation or deliver a declaration of lost share certificate,
in each case together with a share transfer deed executed by such Stockholder; both in substantially the forms specified in Exhibit C
(collectively, the “Exchange Documents”). Upon delivery of the Exchange Documents by such Stockholder to
the Paying Agent or the 102 Trustee, the Paying Agent or the 102 Trustee, as applicable, shall promptly (and in any event within
five (5) Business Days) pay to such Stockholder (or the 102 Trustee in case of payments for Section 102 Shares), the
applicable amount to which such holder is entitled pursuant to Section 1.3 hereof and as set forth on the Funds
Flow, less any Tax withheld pursuant to Section 1.6(h) or the Option Tax Ruling, as applicable; (B) Each
Option Holder will deliver a duly completed and validly executed Letter of Transmittal. Upon delivery of the Option Holders Letter
of Transmittal to the Paying Agent or the 102 Trustee, the Paying Agent or the 102 Trustee, as applicable, shall promptly (and
in any event within five (5) Business Days) or at a later date subject to the terms of the Interim Option Ruling and Option
Tax Ruling pay such Option Holder the applicable amount to which such Option Holder is entitled pursuant to Section 1.3
hereof and as set forth on the Closing Allocation Schedule, less any Tax withheld pursuant to Section 1.6(h) and
subject of the terms of the Option Tax Ruling and the Interim Option Ruling and other approvals that may be issued by the ITA.


 


(iii)          No
payment will be made to such specific respective Stockholder and Option Holder until such specific respective Securityholder delivers
the applicable Exchange Documents or Letter of Transmittal, as applicable.


 


Article 2

REPRESENTATIONS AND WARRANTIES ReGARDING THE COMPANY


 


In order to induce
the Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated
hereby and thereby, the Company makes the following representations and warranties to the Purchaser, subject to the qualifications
and exceptions set forth on the Disclosure Schedule delivered to the Purchaser pursuant to this Agreement, as of the date hereof
and as of the Closing Date:


 






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2.1            Organization
and Qualification; Subsidiaries.


 


(a)           The
Company and each of its Subsidiaries is a corporation duly formed, validly existing, and in good standing under the Laws of the
jurisdiction of its formation with corporate power and authority to carry on the Business as it is now being conducted, to own,
operate, and lease its properties and assets, and to perform all of its obligations under each Contract by which it is bound.
The Company and each of its Subsidiaries is duly qualified or licensed to conduct the Business and is in good standing in the
jurisdictions set forth on Section 2.1(a) of the Disclosure Schedule, which are all of the jurisdictions where
the nature of the Business or the ownership, leasing, or use of its assets and properties requires such qualification, except
where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Company has delivered or
made available to the Purchaser copies of the Organizational Documents of the Company and each of its Subsidiaries, and all such
copies are true, correct, and complete. Neither the Company nor any of its Subsidiaries is in default under or in violation of
any provision of its Organizational Documents.


 


(b)            Set
forth on Section 2.1(b) of the Disclosure Schedule is a true, correct, and complete list of all the names (i.e.,
 “trading” or “doing business as” names) under which the Company and its Subsidiaries are currently or
have ever conducted the Business.


 


(c)            Section 2.1(c) of
the Disclosure Schedule contains a true, correct, and complete list of the current directors, managers, and officers of the
Company and its Subsidiaries.


 


(d)           Except
as set forth on Section 2.1(d) of the Disclosure Schedule, the Company does not own any Securities or other ownership
interest in any other Person.


 


2.2            Authorization;
Enforceability. The Company has the requisite, absolute, and unrestricted right, power, and authority to execute and deliver
this Agreement and the other Transaction Documents to which it is a party, to perform its obligations under this Agreement and
the other Transaction Documents to which it is a party, and to consummate the transactions contemplated by this Agreement and
the other Transaction Documents to which it is a party, and such actions have been duly authorized by all necessary organizational
action of the Company. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company
and, assuming the due authorization, execution, and delivery by the other parties hereto and thereto, will constitute, upon such
execution and delivery in each case thereof, legal, valid, and binding obligations of the Company enforceable in accordance with
their respective terms and conditions, except as such enforceability may be limited by the General Enforceability Exceptions.


 


2.3            Capitalization.


 


(a)           The
authorized capital stock of the Company is set forth on Section 2.3(a) of the Disclosure Schedule. The Stockholders
are the holders of record and beneficial owners of, and hold good and marketable title to, one hundred percent (100%) of the outstanding
Company Securities, as set forth in Section 2.3(a) of the Disclosure Schedule, and such Company Securities will,
as of the Closing, be free and clear of any and all Liens (other than restrictions under the Securities Act or applicable securities
Law). All of the outstanding Company Securities have been duly authorized and are validly issued, fully paid, and non-assessable,
free and clear of all Liens, and have been issued in compliance with applicable Law. Except for the Company Securities and Company
Options, the Company does not have any Securities issued or outstanding. No Company Securities are subject to, or have been issued
in violation of, preemptive or similar rights. All issuances, sales, or repurchases by the Company of its Securities have been
effected in compliance with all applicable foreign, federal and state securities Laws. There are no voting trusts, proxies, or
other agreements or understandings with respect to the voting Securities of the Company. Except as set forth on Section 2.3(a) of
the Disclosure Schedule, the Company does not own, directly or indirectly, or have any obligation to acquire, any Securities
of any Person.


 






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(b)           Except
as set forth on Section 2.3(b) of the Disclosure Schedule, there are no authorized or outstanding subscriptions,
Options, rights (conversion, preemptive, or otherwise), warrants, calls, convertible securities, or commitments or any other arrangements
or agreements of any nature whatsoever to which the Company is a party requiring the issuance, conversion, registration, voting,
sale, or transfer of any Securities of the Company, or any synthetic equity, including, phantom stock, profits participation,
or stock appreciation rights or any securities convertible, directly or indirectly, into Securities of the Company, or evidencing
the right to subscribe for any Securities of the Company, or giving any Person (other than the Purchaser) any rights with respect
to any Securities of the Company.


 


(c)           The
authorized capital stock of Triapodi Inc., a Delaware corporation (“Triapodi Inc.”), is set forth on Section 2.3(c) of
the Disclosure Schedule. The Company is the holder of record and beneficial owner of, and holds good and marketable title
to, one hundred percent (100%) of the outstanding Securities of Triapodi Inc., and such Securities will, as of the Closing, be
free and clear of any and all Liens (other than restrictions under the Securities Act or applicable securities Law). All of such
Securities have been duly authorized and are validly issued, fully paid, and non-assessable, free and clear of all Liens, and
have been issued in compliance with applicable Law. Except for such Securities, Triapodi Inc. does not have any Securities issued
or outstanding. No Securities of Triapodi Inc. are subject to, or have been issued in violation of, preemptive or similar rights.
All issuances, sales, or repurchases by Triapodi Inc. of its Securities have been effected in compliance with all applicable foreign,
federal and state securities Laws. There are no voting trusts, proxies, or other agreements or understandings with respect to
the voting Securities of Triapodi Inc.


 


(d)           There
are no authorized or outstanding subscriptions, Options, rights (conversion, preemptive, or otherwise), warrants, calls, convertible
securities, or commitments or any other arrangements or agreements of any nature whatsoever to which the Company or Triapodi Inc.
is a party requiring the issuance, conversion, registration, voting, sale, or transfer of any Securities of Triapodi Inc., or
any synthetic equity, including, phantom stock, profits participation, or stock appreciation rights or any securities convertible,
directly or indirectly, into Securities of Triapodi Inc., or evidencing the right to subscribe for any Securities of Triapodi
Inc., or giving any Person any rights with respect to any Securities of Triapodi Inc.


 


(e)           Section 2.3(e) of
the Disclosure Schedule sets out, as of the date of this Agreement, a true, correct and complete list of any and all Company
Options or warrants to acquire shares of the Company which were issued by the Company, including the following details: number
and class of shares in the Company subject to each such Option, the number of such Options that are vested, the number of such
Options that are unvested, the date of grant, the vesting commencement date, the exercise or vesting schedule (and the terms of
any acceleration thereof), the exercise price per share, the expiration date, the plan under which such Option was granted, with
respect to Options granted to Israeli taxpayers, whether each such Option was granted and is subject to tax pursuant to Section 3(i) of
the Ordinance or Section 102 and specifying the subsection of Section 102 pursuant to which the Option was granted and
is subject to tax and whether an election was made to treat such Option under the capital gains route or ordinary income route
and, where relevant, the date on which the Option granted pursuant to Section 102(b)(2) of the Ordinance was deposited
with the Israeli trustee (both with respect to the deposit of the board resolution and the deposit of the option agreement), and
the residence of the holder of the Option.


 






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2.4            No
Violation. Except as set forth on Section 2.4 of the Disclosure Schedule and subject to the receipt of the consents
and to the filing of notices in each case, as contemplated by Section 2.5, neither the execution and delivery of this
Agreement or the other Transaction Documents to which the Company is a party, nor the performance by the Company of its obligations
hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby will (with or without the passage
of time or the giving of notice) (a) violate, conflict with, or constitute a default under, the Organizational Documents
of the Company or any of its Subsidiaries, (b) violate, conflict with, or result in a Breach of, constitute a default under,
give rise to any right of termination, modification, foreclosure, cancellation or acceleration under any of the terms, conditions
or provisions of any Material Contract, or result in, require or permit the creation or imposition of any Lien of any nature upon
or with regard to the Company Securities, the Company or any of its Subsidiaries, or any of their respective assets, or (c) conflict
with or violate any Laws applicable to the Company or any of its Subsidiaries or any of the Permits held by the Company or any
of its Subsidiaries, or give any Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify any such Permit.


 


2.5            Consents.


 


(a)            Except
as set forth on Section 2.5(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement
or the other Transaction Documents to which the Company is a party, nor the performance by the Company of its obligations hereunder
or thereunder or the consummation of the transactions contemplated hereby or thereby will (with or without the passage of time
or the giving of notice) require any notice, filing, permit, exemption, registration or consent (collectively, the “Third
Party Consents”) whether under any of the terms, conditions, or provisions of any Contract to which the Company or any
of its Subsidiaries is a party or by which any of their respective assets is bound or otherwise.


 


(b)            Except
for (i) the consents required pursuant to the Permits held by the Company or any of its Subsidiaries and listed on Section 2.5(b)(i) of
the Disclosure Schedule, and (ii) any other filings listed on Section 2.5(b)(ii) of the Disclosure Schedule,
no consent of permit, or exemption from, or notification, declaration, filing, or registration to or with, any Person or Authority
(collectively, the “Governmental Consents”) is required to be made or obtained by the Company or any of its
Subsidiaries in connection with the execution, delivery, and performance by the Company of this Agreement and the other Transaction
Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, which, if
not made or obtained, (A) would result in a material violation of any Law or Permit, (B) would result in any material
liability to the Company or any of its Subsidiaries, or (C) would prohibit the consummation of the transactions contemplated
hereby and thereby.


 






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2.6            Financial
Statements.


 


(a)           Attached
hereto as Section 2.6(a) of the Disclosure Schedule are true, correct, and complete copies of the (i) audited
consolidated balance sheets of the Company as of December 31, 2017, December 31, 2018 and December 31, 2019 (the
 “Balance Sheets”), and the related audited consolidated statements of income, stockholders’ equity, and
cash flows of the Company for the fiscal years ended December 31, 2017, December 31, 2018, and December 31, 2019
(collectively, with the Balance Sheets, the “Annual Financial Statements”), and (ii) unaudited consolidated
balance sheet of the Company as of December 31, 2020 (the “Latest Balance Sheet” and such date, the “Latest
Balance Sheet Date”), and the related unaudited consolidated statements of income, stockholders’ equity, and cash
flows of the Company for the twelve (12) months ended December 31, 2020 (collectively, with the Latest Balance Sheet, the
 “Interim Financial Statements”, and together with the Annual Financial Statements, the “Financial
Statements”). The Financial Statements have been based upon and are consistent in all material respects with the information
contained in the Company’s books and records. The Financial Statements fairly present the consolidated financial condition
of the Company, as of the dates thereof, and the cash flows and results of operations of the Company, for the periods related
thereto, in all material respects and have been prepared in accordance with GAAP in a manner consistent with the past practice
of the Company (except as may be indicated therein or in the notes thereto), subject, in the case of the Interim Financial Statements,
to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that,
if presented, would not differ materially from those presented in the Annual Financial Statements).


 


(b)           Section 2.6(b) of
the Disclosure Schedule sets forth a true, correct, and complete list of the Indebtedness comprising the Indebtedness Payoff
Amount and the corresponding Closing Indebtedness Holders of such Indebtedness.


 


(c)           There
is no Person that has guaranteed any Indebtedness, obligation or liability of the Company or any of its Subsidiaries or for the
benefit of the Company or any of its Subsidiaries for the periods covered by the Financial Statements other than as set forth
in the Financial Statements.


 


2.7            Accounts
Receivable. All accounts receivable of the Company and its Subsidiaries that are reflected on the Latest Balance Sheet and
the accounts receivable arising after the Latest Balance Sheet Date (collectively, the “Company Accounts Receivable”)
represent or will represent at Closing valid obligations arising from sales actually made or services actually performed by the
Company and its Subsidiaries in the Ordinary Course of Business and are current and collectible net of the reserves therefor shown
on the Financial Statements (which reserves are adequate and consistent with the past practice of the Company). To the Knowledge
of the Company, there is no contest, Claim, or right of set-off, other than returns in the Ordinary Course of Business, with respect
to any Company Account Receivable relating to such Company Account Receivable, subject to the reserves therefor shown on the Financial
Statements.


 



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2.8            Absence
of Undisclosed Liabilities. Except as set forth in the Financial Statements neither the Company nor any of its Subsidiaries
has any material liability, except for liabilities (a) that are accrued for or reserved against in the Latest Balance Sheet,
(b) that have arisen since the date of the Latest Balance Sheet in the Ordinary Course of Business and that are not, individually
or in the aggregate, material in amount, (c) Transaction Expenses or (d) that are otherwise disclosed on Section 2.8
of the Disclosure Schedule in each case, none of which results from, arises out of, relates to, or was caused by any Breach
of Contract, tor, or violation of Law.


 


2.9            Absence
of Certain Changes. Since the Latest Balance Sheet Date, other than those transactions contemplated by this Agreement and
except as set forth on Section 2.9 of the Disclosure Schedule, there has not been with respect to the Business or
the Company or any of its Subsidiaries, any:


 


(a)           Material
Adverse Effect either individually or in the aggregate;


 





(b)          Amendment
to any Organizational Documents of the Company or any of its Subsidiaries;


 


(c)          damage,
destruction or loss, whether covered by insurance or not, having a cost in excess of $25,000;


 


(d)         declaration,
setting aside, or payment of any dividend or distribution (whether in cash, stock, limited liability company interests or property)
in respect of any Securities, or any redemption or other acquisition of such Securities;


 


(e)          entry
into, amendment, termination, or waiver of any material right under any Benefit Plan or employment, severance or termination agreement
with any officer, key employee, director, independent contractor, or consultant of the Company or any of its Subsidiaries;


 


(f)        increase
in the compensation or benefits (including severance or termination payments) payable, or to become payable, by the Company or
any of its Subsidiaries to any of their respective officers, key employees, directors, independent contractors, consultants, or
Affiliates or any adoption of, or increase in, any bonus, equity, severance, insurance, pension, or other Benefit Plan, payment
or arrangement made to, for or with any such officers, key employees, directors, independent contractors, consultants or any Affiliate
of the Company;


 


(g)          entry
into any Contract not in the Ordinary Course of Business;


 


(h)          amendment,
termination, or waiver of any material right under any Material Contract;


 


(i)          incurrence
of any Indebtedness in connection with the Business in an aggregate amount exceeding $25,000, except unsecured current liabilities
incurred in the Ordinary Course of Business and reflected in the Interim Financial Statements;


 






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(j)         change
in accounting policies, principles, or methodologies or in the manner the Company keeps its books and records or any change by
the Company of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including
any change in depreciation or amortization policies or rates);


 


(k)           synthetic
lease or similar arrangement or any off-balance sheet financing arrangement;


 


(l)       capital
expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually,
or $50,000 in the aggregate;


 


(m)       other
than with respect to this Agreement, sale, assignment, transfer, lease, license, or other disposition of, or agreement to sell,
assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $25,000 individually,
or $50,000 in the aggregate;


 





(n)           failure
to pay and discharge current liabilities or agree with any party to extend the payment of any current liabilities;


 


(o)           cancellation
of any material Indebtedness or Claims;


 


(p)       adoption
or revocation of any material Tax election, adoption or change of any material Tax accounting method, settlement or compromise
of any Tax claim or assessment, amendment of any Tax Return, or extension or waiver of any statute of limitation in respect of
Taxes; or


 


(q)           any
Contract to consummate any of the foregoing.


 


2.10            Material
Contracts.


 


(a)           Except
as set forth on Section 2.10(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is
a party to any written or oral (in each case, to the extent still in effect):


 


(i)            Contract
relating to loans to or from a Representative or Affiliate of the Company;


 


(ii)       Contract
relating to the borrowing of money (whether incurred, assumed, guaranteed or secured by any asset) or the mortgaging, pledging,
or otherwise placing a Lien (other than Permitted Liens) on any asset of the Company or any of its Subsidiaries involving an amount
in excess of $25,000;


 


(iii)          Guarantee
of any obligation in excess of $25,000;


 


(iv)          Contract
under which the Company or any of its Subsidiaries, individually or in the aggregate, has advanced or loaned any Person amounts
involving an amount in excess of $5,000 individually, or $10,000 in the aggregate;


 






    18


     


    

 


(v)         Contract
pursuant to which the Company or any of its Subsidiaries is a lessor or lessee of any real property or Tangible Personal Property;


 


(vi)          Employment,
independent contractor, consulting, sales, or commissions Contracts;


 


(vii)      advertising
or marketing Contracts or any similar such agreements which provide for annual payments in excess of $25,000;


 


(viii)        Contracts
providing for “take or pay” or similar unconditional purchase or payment obligations;


 


(ix)        Contracts
(other than purchase orders and similar agreements entered into in the Ordinary Course of Business) for the purchase of any materials,
supplies, goods, products, services, or equipment or licensing of rights that requires an annual expenditure by the Company or
any of its Subsidiaries, individually or in the aggregate, of more than $25,000 that cannot be terminated on not more than thirty
(30) calendar days’ notice without payment of any penalty or other amount;





 


(x)            partnership,
joint venture, or other similar agreement or arrangement with any Persons;


 


(xi)          Contracts
relating to the acquisition of any business (whether by merger, sale of stock, sale of assets, or otherwise) entered into since
the inception of the Company or any of its Subsidiaries;


 


(xii)        Contracts
containing covenants regarding exclusivity, non-competition, non-solicitation, most-favored-nations pricing or similar pricing
restrictions, or otherwise prohibiting the Company or any of its Subsidiaries from engaging in any line of business or freely conducting
its business or competing anywhere in the world;


 


(xiii)       Contracts
for the license, transfer, or sale of technology or other Intellectual Property Rights to or from the Company or any of its Subsidiaries
(other than Incidental Licenses);


 


(xiv)        Contracts
(other than those related to employment or severance which have been, or are required to be, disclosed pursuant to Section 2.10(a)(vi) or
Section 2.10(a)(xv)) between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any officer,
employee, director, independent contractor, Affiliate, or consultant of an Stockholder or the Company or any entity in which any
Immediate Family Member of any such Person owns any beneficial interest;


 


(xv)        Contracts
providing for severance, retention, change of control, or other similar payments or any compensation arising or accelerating as
a result of the consummation of the transactions contemplated by this Agreement or any other transactions;


 


(xvi)        Contracts
with any Material Customer or any Material Supplier; or


 






    19


     


    

 


(xvii)     Contracts
not otherwise required to be disclosed pursuant to this Section 2.10(a) that are material to the Business or operations
of the Company or involves payments to or by the Company or any of its Subsidiaries in excess of $25,000 in any twelve (12) month
period;


 


(xviii)       power
of attorney or other similar Contract or grant of agency.


 


(b)           Each
Contract set forth on, or required to be set forth on, Section 2.10(a) of the Disclosure Schedule (each, a “Material
Contract”) is in full force and effect, and is valid and enforceable by and against the Company and its Subsidiaries
in accordance with its respective terms, subject to the General Enforceability Exceptions. Each of the Company and its Subsidiaries,
as applicable, has performed in all material respects all obligations required to be performed by it and is not in receipt of any
written Claim of default or Breach under any Material Contract to which the Company or its Subsidiaries is subject (including all
warranty obligations or otherwise). No event has occurred which with the passage of time or the fiving of notice or both would
result in a default, Breach, or even of non-compliance under any Material Contract to which the Company or any of its Subsidiaries
is subject (including all restrictive covenants). To the Knowledge of the Company, each counterparty to any such Material Contract
has performed in all material respects all obligations required to be performed by it and is not in default under or in Breach
of nor in receipt of any written Claim of default or Breach under any such Material Contract.


 





(c)            The
Company is not a party to any Government Contract.


 


(d)            The
Company has delivered or made available to the Purchaser true, correct, and complete copies of all the Material Contracts.


 


2.11            Title
and Related Matters.


 


(a)            Except
as set forth in Section 2.11(a) of the Disclosure Schedule, the Company and its Subsidiaries has good and marketable
title to all material tangible property and other tangible assets reflected in the Financial Statements or acquired after the Financial
Statement Date, free and clear of all Liens, except as reflected in the Financial Statements and Permitted Liens.


 


(b)            Except
for ordinary wear and tear, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property (“Tangible
Personal Property”) owned by the Company and its Subsidiaries are in good operating condition and repair, and none of
such Tangible Personal Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that
are not material in nature or cost.


 


(c)          The
Tangible Personal Property currently owned or leased by the Company and its Subsidiaries, together with all other properties and
assets of the Company and its Subsidiaries are sufficient for the continued conduct of the Business after the Closing in substantially
the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the
business as currently conducted.


 






    20


     


    

 


2.12           Real
Property. Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. Schedule 2.12 contains
a true and complete list of all leases, subleases and occupancy agreements, together with any amendments thereto (the “Real
Property Leases”), with respect to all real property leased, subleased or otherwise used or occupied by the Company
and its Subsidiaries (the “Real Property”).  The Real Property Leases are in full force and effect, and
the Company and its Subsidiaries hold a valid and existing leasehold interest under each such Real Property Lease, subject to
the application of any bankruptcy or creditor’s rights Laws, and subject to Permitted Liens.  The Company and its Subsidiaries
have performed in all material respects all obligations required to be performed by them and are not in receipt of any written
Claim of default or Breach under any Real Property Lease. No event has occurred which with the passage of time or the giving of
notice or both would result in a default, Breach, or event of a non-compliance under any Real Property Lease. To the Knowledge
of the Company, each counterparty to any such Real Property Lease has performed in all material respects all obligations required
to be performed by it and is not in material default under or in Breach of nor in receipt of any written Claim of default or Breach
under any such Real Property Lease. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted
any Person the right to use or occupy the Real Property or any portion thereof.


 


2.13            Litigation.
Except as set forth on Section 2.13 of the Disclosure Schedule, there are (a) no Actions pending involving or,
to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or (b) no Actions pending involving
or, to the Knowledge of the Company, threatened against any employee, officer, director, or manager, as applicable, of the Company
or any of its Subsidiaries, in their capacities as such. Except as set forth on Section 2.13 of the Disclosure Schedule,
there are no outstanding Orders of any Authority by which the Company or any of its Subsidiaries or any of their respective assets
or properties are bound. Section 2.13 of the Disclosure Schedule set forth a true, correct, and complete list each
Order issued against the Company or any of its Subsidiaries or any of their respective officers or directors in their capacities
as such within the three (3) years prior to the date hereof which contained payment obligations in excess of $25,000 on the
part of the Company or any of its Subsidiaries or any of their respective officers or directors in their capacities as such.





 


2.14            Tax
Matters.


 


(a)            Each
of the Company and its Subsidiaries has timely filed (taking into account available extensions of time to file) all Tax Returns
required to be filed with respect to the Business or the Company or any of its Subsidiaries on or before the Closing Date with
the appropriate Taxing Authority. Each such Tax Return was prepared in substantial compliance with applicable Law and is true,
correct, and complete in all material respects. Each of the Company and its Subsidiaries has timely paid and discharged all Taxes
required to be paid by the Company and its Subsidiaries (whether or not shown on any such Tax Return). The Company and its Subsidiaries
are not currently the beneficiary of any extension of time, other than automatic extensions of time, within which to file any Tax
Return or pay any Tax. Each of the Company and its Subsidiaries has withheld, collected, and paid over to the appropriate Taxing
Authority, or is properly holding for such payment, all Taxes required by Law to be withheld or collected from any payments made
or deemed made to any Person. For the avoidance of doubt, such payments include all payments and deemed payments for the exercise,
conversion, repayment and cancellation of stock options, warrants, convertible securities, and convertible debt and equity equivalents
of the Company.


 






    21


     


    

 


(b)            Neither
the Company nor any of its Subsidiaries is a party to any Tax allocation or Tax sharing agreement, other than any Ordinary Course
Agreement.


 


(c)            Triapodi
Inc. has not ever filed a consolidated federal income Tax Return with any other Person. Neither the Company nor any of its Subsidiaries
is liable for the Taxes of any Person under Treasury Regulation Section 1.1502-6 or any similar provision of state, local,
or foreign Law, as a transferee or successor, by Contract, or otherwise, in each case, other than under any Ordinary Course Agreement.


 


(d)           Neither
the Company nor any of its Subsidiaries has been notified that it is currently under audit by any Taxing Authority or that any
Taxing Authority intends to conduct such an audit, and no action, suit, investigation, Claim or assessment is pending or, to the
Knowledge of the Company, proposed with respect to any alleged deficiency in Taxes. Except as and to the extent shown on Section 2.14(d) of
the Disclosure Schedule, all deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority
have been fully paid, and there are no other unpaid deficiencies asserted or assessments made by any Taxing Authority against the
Company or any of its Subsidiaries.





 


(e)            Neither
the Company nor any of its Subsidiaries has (and no Stockholder has, on behalf of the Company) (i) waived any statute of limitations
in respect of any Taxes, or agreed to any extension of time with respect to any Tax assessment or deficiency, which waiver or extension
remains in effect or (ii) executed any closing agreement pursuant to Section 7121 of the Code or any predecessor provision
thereof, or any similar provision of state, local, or foreign Law.


 


(f)          True,
correct, and complete copies of all federal, state, local, and foreign income Tax Returns and all material non-income Tax Returns
filed by the Company and its Subsidiaries for taxable periods beginning on or after January 1, 2016, and all material examination
reports, statements of deficiencies and communications between the Company or any of its Subsidiaries or any of its Representatives
and any Taxing Authority relating to Taxes for taxable periods beginning on or after January 1, 2016, have been provided to
the Purchaser.


 


(g)            Since
January 1, 2016, no written Claim has been made by any Taxing Authority in a jurisdiction where the Company or any of its
Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction.


 


(h)          There
are no Liens on any of the assets of the Company or any of its Subsidiaries relating to any Taxes existing, threatened or pending,
other than Liens for Taxes not yet due and payable.


 


(i)         The
Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement
of federal income Tax within the meaning of Section 6662 of the Code. Neither the Company nor any of its Subsidiaries has
participated in a reportable transaction subject to Treasury Regulation Section 1.6011-4(a) or any transaction that is
the same as or substantially similar to one of the types of transactions that the IRS has determined to be a “tax avoidance
transaction” and identified by notice, regulation, or other form of published guidance. None of the Company or any of its
Subsidiaries participate, have ever participated in, engage or have ever engaged in any transaction listed in Section 131(g) of
the Ordinance and the Income Tax Regulations (Reportable Tax Planning), 5767-2006 promulgated thereunder (or any comparable provision
of state, local or foreign Law) or is subject to reporting obligations under Sections 131D and 131E of the Ordinance or similar
provisions under the Israel Value Added Tax Law of 1975.


 






    22


     


    

 


(j)            Neither
the Company nor any of its Subsidiaries will be required to include any items of income in, or exclude any item of deduction from,
taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in
method of accounting for a taxable period ending on or prior to the Closing Date, (ii) use of an improper method of accounting
for a taxable period ending on or prior to the Closing Date, (iii) “closing agreement” as described in Section 7121
of the Code (or any similar provision of state, local, or foreign Law) executed on or prior to the Closing Date, (iv) installment
sale or open transaction disposition made on or prior to the Closing Date, (v) election under Section 108(i) of
the Code, or (vi) deferred revenue accrued or prepaid amount received on or prior to the Closing Date.





 


(k)           Neither
the Company nor any of its Subsidiaries has an office or fixed place of business or a permanent establishment in any country other
than the country in which it is organized.


 


(l)             Each
employee and independent contractor of the Company and its Subsidiaries has been properly classified for all purposes under the
Code, ERISA, and any applicable state Law equivalents.


 


(m)          Each
of the Company and its Subsidiaries is, and has at all times since formation been, properly classified as a C corporation for federal
(and, where applicable, state and local) income Tax purposes.


 


(n)           Neither
the Company nor any of its Subsidiaries is, or has been at any time, a “United States real property holding corporation”
within the meaning of Section 897(c)(2) of the Code. None of the Company or any of its Subsidiaries are, or have ever
been, a real property corporation (Igud Mekarke’in) within the meaning of this term under Section 1 of the Israeli
Land Taxation Law (Appreciation and Acquisition), 5723-1963.


 


(o)           Neither
the Company nor any of its Subsidiaries has ever made any election to be treated or claimed any benefits as “Beneficial Enterprise”
(Mifaal Mutav) or otherwise nor did it take any position of being a “Preferred Enterprise” (Mifaal Muadaf)
or “Preferred Technological Enterprise” (Mifaal Technology Muadaf) or otherwise under the Law for Encouragement
of Capital Investments, 1959.


 






    23


     


    

 


(p)            Section 2.14(p) of
the Disclosure Schedule lists all tax exemptions, tax holidays and other tax reduction agreements, arrangements and orders
applicable to the Company and its Subsidiaries (“Tax Incentives”). The Company and the Subsidiaries are in compliance
with the requirements for availing themselves of all such Tax Incentives. The transactions contemplated in this Agreement will
not have any adverse effect on: (i) the validity and effectiveness of any Tax Incentives; and (ii) the continued qualification
for the Tax Incentives or the terms or duration thereof or require any recapture of any previously claimed incentive under such
Tax Incentives.


 


(q)         Except
as set forth on Section 2.14(q) of the Disclosure Schedule, the prices and terms for the provision of any related
party transaction as defined in the relevant transfer pricing laws entered into by the Company or its Subsidiaries are at arm’s
length for purposes of such laws and all related documentation required by such laws has been timely prepared and retained. The
Company and its Subsidiaries comply, and have always been compliant with the requirements of Section 85A of the Ordinance
and the regulations promulgated thereunder.


 


(r)             None
of the Company nor any of its Subsidiaries are subject to any restrictions or limitations pursuant to Part E2 of the Ordinance
or pursuant to any Tax ruling made with reference to the provisions of Part E2.





 


(s)           The
Company and its Israeli Subsidiaries are duly registered for the purposes of Israeli value added tax and have complied in all respects
with all requirements concerning value added Taxes (“VAT”). The Company and its Israeli Subsidiaries (i) have
not made any exempt transactions (as defined in the Israel Value Added Tax Law of 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 them, (ii) have collected and timely remitted to the relevant Taxing Authority all output VAT which they
are required to collect and remit under any applicable Law; and (iii) have not received a refund or credit for input VAT for
which they are not entitled under any applicable Law. The non-Israeli Subsidiaries of Company are not required to effect Israeli
VAT registration.


 


(t)         Since
its incorporation, neither the Company nor any Subsidiary has received or is subject to any Tax ruling, “Tax decision”
(Hachlatat Misui) or has entered into any agreements with, any Taxing Authority.


 


(u)           The
Company Option Plan qualifies as a capital gains route plan under Section 102(b)(2) of the Ordinance and was filed as
such with the ITA. All Section 102 Shares and Section 102 Company Options were and are currently in compliance with the
applicable requirements of Section 102(b)(2) of the Ordinance and the written requirements and guidance of the ITA, including:
the filing of the necessary documents with the ITA, the grant of Section 102 Company Options only following the lapse of the
required 30 day period from the filing of the Company Option Plan with the ITA, the receipt of the required written consents from
the Option Holders, the appointment of an authorized trustee to hold the Section 102 Company Options and Section 102
Shares, the granting of Section 102 Company Options only to employees and officers of the Company that are not controlling
shareholders of the Company as such term is defined in Section 32(9) of the Ordinance, the receipt of all required tax
rulings and the due deposit of such Company Options and Company Ordinary Shares with such trustee pursuant to the terms of Section 102,
and applicable regulations and rules and the guidance published by the ITA on July 24, 2012 and clarification dated November 6,
2012. The Company has complied with all applicable Tax Laws and requirements in connection with the exercise and/or sale of any
Company Option granted under Section 3(i) of the Ordinance and has withheld all Taxes that should have been required
to be withheld in connection therewith under applicable Tax Laws.


 






    24


     


    

 


2.15          Compliance
with Laws; Permits. Each of the Company and its Subsidiaries (a) has all material Permits necessary for the conduct of
the Business as presently conducted (which such Permits are set forth on Section 2.15 of the Disclosure Schedule)
(“Business Permits”), (b) has been for the last three years and is presently in compliance in all material
respects with respect to the operation of the Business with all applicable Laws and Orders, and (c) during the last three
(3) years, has not received any written notice alleging that it has failed to hold any such Permits. Each of the Company
and its Subsidiaries possesses each Business Permit and each such Business Permit is in full force and effect and, to the Knowledge
of the Company, no restriction, suspension, or cancellation of any Business Permit is threatened. Each of the Company and its
Subsidiaries has been and is presently in compliance in all material respects with the terms and conditions of the Business Permits
and has not received any written notices that it is in violation of any of the terms or conditions of any Business Permits.


 


2.16            Privacy
Laws.





 


(a)            Except
as set forth on Section 2.16(a) of the Disclosure Schedule, each of the Company and its Subsidiaries is conducting
and has conducted at all times its business in compliance in all material respects with all applicable Laws governing the privacy,
security, transfer, processing confidentiality, or breach of “personal information” (or similar terms such as “personally
identifiable information,” “personal data” or “sensitive personal information,” as defined by applicable
Laws) (“Personal Information”), and/or records generated, collected, processed or otherwise used by the Company
in the course of providing its services (including but not limited to the EU General Data Protection Regulation and the California
Consumer Privacy Act and the Israeli Protection of Privacy Law, 5741-1981 and the implementing regulations) (collectively, the
 “Privacy Laws”).


 


(b)            Except
as set forth on Section 2.16(b) of the Disclosure Schedule, there have been no written complaints made to the
Company or, to the Knowledge of the Company, investigations or other inquiries by any Authority or any customer or supplier of
the Company with respect to Privacy Law compliance by the Company or any of its Subsidiaries or, to the Company’s Knowledge,
any of their respective subcontractors. None of the Company or any of its Subsidiaries or to the Company’s Knowledge, any
of its subcontractors, has experienced any “breach of security” (or similar terms such as “breach of security
of the system”) as defined by the Privacy Laws with respect to Personal Information.


 


(c)          Except
as set forth on Section 2.16(c) of the Disclosure Schedule, the Company and its Subsidiaries complied with any
and all licensing and/or database registration requirements, as applicable, under Privacy Laws.


 






    25


     


    

 


2.17            ERISA.


 


(a)           For
purposes of this Agreement, “Benefit Plan” means each “employee benefit plan” (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), as well as each other employment,
independent contractor, consultant, pension, retirement, profit sharing, savings, deferred compensation, incentive, bonus, performance
award, phantom equity, equity compensation, profits interest, fringe benefit, employee assistance, severance or termination, welfare,
health, dental, vision, life insurance, disability, Code Section 125 cafeteria, sick pay, vacation, paid time off, retention,
change in control, and other similar plan, program, agreement, policy or arrangement, written or unwritten, whether or not subject
to ERISA, sponsored, maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries or an
ERISA Affiliate for the benefit of its employees, former employees, officers, directors, retirees, independent contractors, consultants,
or any spouse or dependent of such individuals, or with respect to which the Company or any of its Subsidiaries or an ERISA Affiliate
has any liability, contingent or otherwise. Each material Benefit Plan is listed on Section 2.17(a) of the Disclosure
Schedule.





 


(b)            The
Company has provided to the Purchaser true, correct, and complete copies of all Benefit Plans and summary plan descriptions. Each
Benefit Plan (and each related trust, insurance contract or fund) is in material compliance with applicable Law (including ERISA
and the Code) and has been maintained, administered, funded and operated in all material respects in accordance with its terms
and applicable Law. Each Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of
the Code has received a favorable determination letter from the Internal Revenue Service or is comprised of a master or prototype
plan that has received a favorable opinion letter from the Internal Revenue Service and the Company, its Subsidiaries and its ERISA
Affiliates are entitled to rely on such favorable determination or opinion letter and, to the Knowledge of the Company, nothing
has occurred that could adversely affect the qualified status of any such Benefit Plan.


 


(c)           None
of the Company, nor any of its Subsidiaries nor any entity treated as a single employer with the Company for purposes of Section 414
of the Code or Section 4001 of ERISA (each an “ERISA Affiliate”) has ever (i) maintained, contributed
to or had any liability with respect to any “employee benefit plan” (within the meaning of Section 3(3) of
ERISA) that is covered by Title IV of ERISA or subject to Section 412 of the Code or Section 302 of ERISA; (ii) contributed
to, been obligated to contribute to or had any liability with respect to a multi-employer plan (as described in Section 4001(a)(3) of
ERISA) or a multiple employer plan (as described in Section 413(c) of the Code) or (iii) contributed to, sponsored,
or maintained any multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). No liability under
Title IV of ERISA has been incurred by the Company or any of its Subsidiaries or any ERISA Affiliate (or may be incurred by reason
of any transaction described in Section 4069 of ERISA). No liability, Claim, action or litigation, has been made, commenced
or, to the Knowledge of the Company, threatened with respect to any Benefit Plan (other than routine Claims for benefits payable
in the ordinary course, and appeals of denied Claims).


 






    26


     


    

 


(d)            All
premiums, contributions, or other payments required to have been made by Law or under the terms of any Benefit Plan or any Contract
relating thereto as of the Closing Date have been timely made within the periods prescribed by ERISA and the Code to each such
Benefit Plan in all material respects and all contributions for any period ending on or before the Closing Date which are not yet
due have been made to such Benefit Plan or accrued in the books and records of the Company in accordance with the past custom and
practice. All reports, returns, and similar documents (including Form 5500 annual reports, summary annual reports and summary
plan descriptions) with respect to the Benefit Plans required to be filed with any Authority or distributed to any plan participant
have been duly and timely filed or distributed in accordance with the applicable requirements of ERISA, the Code and applicable
Law. None of the Company, nor any of its Subsidiaries nor any ERISA Affiliate, nor, to the Knowledge of the Company, any fiduciary
of a Benefit Plan, has ever been a participant in a “prohibited transaction” within the meaning of Section 406
of ERISA with respect to any Benefit Plan which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual
exemption granted under Section 408(a) of ERISA) or that could result in a material excise tax under the Code or the
assessment of a civil penalty under Section 502(i) of ERISA of Section 4975 of the Code. To the Knowledge of the
Company, no “fiduciary” (within the meaning of Section 3(21) of ERISA) has any liability for Breach of fiduciary
duty with respect to the investment or administration of the assets of any Benefit Plan. No Benefit Plan that is an employee welfare
benefit plan as described in Section 3(l) of ERISA (a “Welfare Plan”) provides for medical or death
benefits with respect to any employee or former employee of the Company or any of its Subsidiaries after termination of employment,
except as required by applicable Law. No Welfare Plan is self-insured. None of the Company nor any of its Subsidiaries nor an ERISA
Affiliate has or is reasonably expected to incur or be subject to, any material tax, penalty or other liability that may be imposed
under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010. Each
Benefit Plan to which the Company or any of its Subsidiaries is a party that is a “nonqualified deferred compensation plan”
subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary
requirements of Code Section 409A and any Internal Revenue Service guidance issued thereunder in all material respects.





 


(e)          Except
as set forth in Section 2.17(e) of the Disclosure Schedule, neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any current or
former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries, (ii) increase
any amount of compensation or benefits otherwise payable under any Benefit Plan and/or any applicable Law, (iii) result in
the acceleration of the time of payment, funding or vesting of any benefits under any Benefit Plan and/or agreement and/or applicable
Law, (iv) require any contributions or payments to fund any obligations under any Benefit Plan, (v) result in “excess
parachute payments” within the meaning of Section 280(G) of the Code. Neither the Company nor any of its Subsidiaries
has any Contract or other obligation to “gross-up”, indemnify or otherwise reimburse any Person for Taxes under Section 4999
or 409A of the Code or any other applicable Law or (vi) result in any payment or benefit becoming due or payable, or required
to be provided, to any such employee, officer, director or independent contractor of the Company or any of its Subsidiaries.


 






    27


     


    

 


2.18            Employees
and Related Matters.


 


(a)           Section 2.18(a)(i) of
the Disclosure Schedule sets forth a true, correct, and complete list of all employees of the Company and its Subsidiaries
along with the hiring date, work location, job title, hourly or salary rate of compensation (as applicable) (and identifying bonuses
target, commission targets, incentive compensation targets and equity-based compensation targets, if any, separately), classification
(i.e. exempt or non-exempt), identification of the Company and its Subsidiaries which employs such employee, and status (e.g.,
part-time, full-time, seasonal or temporary) prior notice entitlement, of each such employee as of the date hereof and any other
benefit or entitlement, including overtime payment (including global overtime payment), vacation entitlement and accrued vacation,
travel entitlement (e.g., travel pay, car, leased car arrangement and car maintenance payments) sick leave entitlement and accrual,
shares and any other incentive payments, recuperation pay entitlement and accrual, pension arrangement and/or any other provident
fund (including managers’ insurance and education fund), their respective contribution rates and the salary basis for such
contributions, whether such employee is subject to the Section 14 Arrangement under the Israeli Severance Pay Law, 1963 (the
 “Section 14 Arrangement”) (and, to the extent such employee is subject to the Section 14 Arrangement,
an indication of whether such arrangement has been applied to such person from the commencement date of his or her employment and
on the basis of his or her entire salary) and whether the employee is on leave (and if so, the category of leave, the date on which
such leave commenced and the date of expected return to work). Other than employee salaries, and except as set forth on the Section 2.18(a)(ii) of
the Disclosure Schedule, the employees of the Company are not entitled to any payment or benefit that may be reclassified as
part of their determining salary for any purpose, including for calculations of any social contributions.





 


(b)          Except
as disclosed on Section 2.18(b)(i) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries
has any unsatisfied liability to any previously terminated employee. The Company has disclosed to the Purchaser all written employee
handbooks, policies and programs applicable to its employees. Except as disclosed on Section 2.18(b)(ii) of the Disclosure
Schedule, since the Financial Statement Date, the Company has not made any promise orally or in writing to any such Person
of the adoption of any new bonus arrangement or any increase in compensation.


 


(c)            Except
as disclosed on Section 2.18(c)(i) of the Disclosure Schedule, no employee of the Company or any of its Subsidiaries
(i) has an employment agreement, (ii) severance and/or separation agreement or (iii) to the Knowledge of the Company
is in material violation of any term of any patent disclosure agreement, non-competition agreement, or any other restrictive covenant
to or with a third party relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because
of the nature of the business conducted by the Company or to the use of Trade Secrets or proprietary information of others. The
Company has heretofore provided the Purchaser with copies of all signed agreements with employees identified in this Section 2.18(c)(i).
Except as disclosed on Section 2.18(c)(ii) of the Disclosure Schedule, each employee of the Company and its Subsidiaries
is employed on an at-will basis.


 


(d)            Section 2.18(d) of
the Disclosure Schedule sets forth (i) all employees holding nonimmigrant H-1B specialty occupation visa/status and (ii) all
employees in other nonimmigrant visa classifications. Each of the Company and its Subsidiaries is now, and has been for the past
five (5) years, in compliance in all material respects with all applicable Laws governing immigration and work authorization
in the United States and maintains a current and valid I-9 Employment Eligibility Verification Form for each employee of the
Company and its Subsidiaries in accordance with applicable Laws.


 






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(e)            Except
as set forth on Section 2.18(e) of the Disclosure Schedule, each of the Company and its Subsidiaries is not now,
and has not ever been, a party to or otherwise bound by any collective bargaining Contract, understanding or other similar agreement
with a labor union or labor organization. Each of the Company and its Subsidiaries is not now, and has not ever been, the subject
of an actual or, to the Knowledge of the Company, threatened (i) labor strike, labor dispute, walkout, work stoppage, slow-down,
or lockout, (ii) proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice,
(iii) proceeding by which any individual or entity seeks or sought to compel the Company or any of its Subsidiaries to bargain
with any labor union or labor organization, (iv) union organizing campaign involving the employees of the Company or any of
its Subsidiaries, or (v) litigation relating to employment matters.


 


(f)            Except
as set forth on Section 2.18(f) of the Disclosure Schedule, (i) each of the Company and its Subsidiaries
is, and since December 31, 2016 has been, in compliance in all material respects with all applicable Laws and Orders relating
to the employment of workers, and (ii) there are no Claims, charges, complaints, or demands made, pending or, to the Knowledge
of the Company, threatened to be made, before any Authority, or under any private dispute resolution procedure, with respect to
any alleged violation of any such applicable Laws relating to the employment of workers; (iii) none of the employment policies
or practices of the Company and its Subsidiaries is currently being audited or investigated or, to the Knowledge of the Company,
subject to imminent audit or investigation, by any Authority; and (iv) since December 31, 2017, no employee or independent
contractor of the Company and its Subsidiaries has made any internal complaint concerning unlawful discrimination, harassment,
sexual harassment, or retaliation, failure to provide reasonable accommodation, whistleblowing, failure to properly pay wages or
other compensation, unfair labor practices or any other alleged violation of Law concerning employment or labor matters. Without
limiting the generality of the foregoing: (y) all employees of the Company and its Subsidiaries classified as exempt under
the Fair Labor Standards Act, of 1938, as amended, and/or state and/or local wage and hour laws, including the Work and Rest Hours
Law, 1951 are and were properly classified; and (z) to the extent any independent contractors are and were used or engaged
by the Company or any of its Subsidiaries, all such current and former independent contractors of the Company and its Subsidiaries
are (or were, as applicable) rightly classified as such and the Company has properly treated such individuals in accordance with
applicable Laws and for purposes of all employee benefit plans, perquisites and any employment entitlement under any applicable
Law. Neither the Company nor any of its Subsidiaries is presently, or has ever been, a party to or otherwise bound by any settlement,
stipulation, or consent decree with, or citation by, any Authority relating to such applicable Laws. Except as set forth on Section 2.18(f) of
the Disclosure Schedule, the Company and its Subsidiaries do not engage any personnel through manpower agencies.


 


(g)            The
Company and its Subsidiaries have paid in full to all of their respective employees all wages, salaries, commissions, bonuses,
benefits and other compensation due and payable to such employees, and there is no material claim with respect to the payment of
wages, salary or overtime that is now pending or, to the Knowledge of the Company, threatened with respect to any current or former
employee of the Company or any of its Subsidiaries. All amounts required to be withheld from employees of the Company and its Subsidiaries
have been paid to the appropriate Authority.


 






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(h)           Neither
the Company nor any of its Subsidiaries has terminated or announced the termination of any employee because of or in anticipation
of the transactions contemplated by this Agreement that would trigger any liability pursuant to the WARN Act or any state equivalent.


 


(i)            To
the Knowledge of the Company, within the last five (5) years: (i) no allegation of sexual harassment has been made against
any current or former employee or consultant of the Company or any of its Subsidiaries who serves as an executive officer of the
Company; and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations
of sexual harassment made by an employee or independent contractor of the Company or any of its Subsidiaries.


 


(j)            Except
as set forth on Section 2.18(j) of the Disclosure Schedule, to the Knowledge of the Company, none of the executive
officers, management employees or key employees of the Company or any of its Subsidiaries has provided written notice to the Company
or any of its Subsidiaries that he or she intends to resign or retire in connection with or as a result of the transactions contemplated
by this Agreement.


 


(k)           Solely
with respect to employees who reside or work in Israel or are employed by the Company (“Israeli Employees”):
(i) neither the Company nor any of its Subsidiaries has or is subject to, and no Israeli Employee of the Company or any of
its Subsidiaries benefits from, any extension order (tzavei harchava) (other than extension orders applicable to all employers
in Israel); (ii) the Company’s or its applicable Subsidiary’s obligations to provide severance pay, vacation and
contributions to any pension arrangement or provident fund (including, inter alia, pension plans, managers’ insurance
policy, study fund and loss of earning insurance) to its Israeli Employees pursuant to applicable Law and any other source have
been fully funded or, if not required to be fully funded, are accrued on the Company’s financial statements; (iii) without
derogating from the generality of the above, the Section 14 Arrangement applies to all Israeli Employees as of their start
date of employment with the Company or any of its Subsidiaries based on their entire determining salary; and (iv) the Company
and the Company’s Subsidiaries are in compliance with all applicable Law, regulations, permits and Contracts relating to
employment, employment practices, wages, bonuses, commissions and other compensation matters and terms and conditions of employment
related to its Israeli Employees, including The Advance Notice of Discharge and Resignation Law (5761 2001), The Notice to the
Employee and Job Candidate Law (Employment Conditions and Candidate Screening and Selection), 5762-2002, The Prevention of Sexual
Harassment Law (5758 1998), the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, The Salary Protection Law, 1958,
The Law for Increased Enforcement of Labor Laws, 2011 and The Employment of Employee by Manpower Contractors Law (5756 1996). To
the Knowledge of the Company, the Company and its Subsidiaries have not engaged any Israeli Employees whose employment would require
special approvals from any Authority. Except for matters that have not resulted in and would not, individually or in the aggregate,
result in material liabilities to the Company and its Subsidiaries, taken as a whole, (A) all amounts that the Company and
the Company’s Subsidiaries are legally or contractually required either (x) to deduct from their Israeli Employees’
salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing
education fund or other similar funds or (y) to withhold from their Israeli Employees’ salaries and benefits and to
pay to any Authority as required by the Ordinance and Israeli National Insurance Law - 1995 or otherwise have, in each case, been
duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the
normal course of business and consistent with past practice), and (B) the Company and the Company’s Subsidiaries do
not have any outstanding obligations to make any such deduction, transfer, withholding or payment (other than such that has not
yet become due).


 






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2.19          Intellectual
Property.


 


(a)           Section 2.19(a) of
the Disclosure Schedule sets forth a true, correct, and complete list of all: (i) registered Intellectual Property Rights
owned (or purported to be owned) by the Company and its Subsidiaries and (ii) material unregistered Intellectual Property
Rights owned by the Company and its Subsidiaries. The foregoing Intellectual Property Rights and the Technology owned by the Company
or its Subsidiaries or owned by third parties and licensed to the Company or its Subsidiaries and which Technology is used in
the conduct of the operations of the Company and its Subsidiaries is referred to collectively as the “Business Intellectual
Property”. The Company is either the owner of all right, title, and interest in and to, or has a valid right to use
for the conduct of the business of the Company and its Subsidiaries as currently conducted consistent with past practices, all
Business Intellectual Property. All Business Intellectual Property which is owned by the Company and its Subsidiaries is owned
free and clear of all Liens, other than Permitted Liens. All of the Business Intellectual Property constitutes all Intellectual
Property Rights and Technology that are necessary for the conduct of the business of the Company and its Subsidiaries as currently
conducted consistent with past practices and as currently planned to be conducted.


 


(b)           Except
as set forth on Section 2.19(b) of the Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries
has received any written notice, or (to the Knowledge of the Company) has been threatened with a Claim, alleging the infringement,
misappropriation, or other violation of any Intellectual Property Rights or other proprietary rights of any other Person; (ii) to
the Knowledge of the Company, neither the Company nor any of its Subsidiaries has or does presently infringe, misappropriate, or
violate any Intellectual Property Rights or other proprietary rights of any other Person; and (iii) to the Knowledge of the
Company, the operation of the Business as currently conducted consistent with past practices has not infringed, misappropriated,
or violated and does not infringe, misappropriate, or violate any Intellectual Property Rights or other proprietary rights of any
other Person. To the Knowledge of the Company, no Business Intellectual Property owned by the Company or any of its Subsidiaries
is being infringed, misappropriated, or otherwise violated by any Person. The Company or any of its Subsidiaries has not made
any claim against any Person alleging any infringement, misappropriation, misuse or violation of any Business Intellectual Property
and has not invited any Person to take a license with respect to any Business Intellectual Property.


 


(c)           All
Intellectual Property Rights owned by the Company and its Subsidiaries and which are registered with, or for which applications
are pending before, the United States Patent and Trademark Office or other similar Authority anywhere in the world are currently
in compliance in all material respects with all formal legal requirements (including the timely post-registration filing of affidavits
of use and incontestability and renewal applications) and are not subject to any registration, maintenance or renewal fees or actions
falling due within 90 days after the Closing Date and, with respect to such Intellectual Property Rights that are registered, are
valid and enforceable. No Intellectual Property Rights owned by the Company and the Subsidiaries have been or are now involved
in any opposition, invalidation, or cancellation proceeding after issuance and, to the Knowledge of the Company, no such action
is threatened with the respect to any such Intellectual Property Rights.


 






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(d)           The
Company and its Subsidiaries have, and after the Closing will have, at least a non-exclusive right to use any code incorporated
into Company software that was not specifically written or developed for use in such software (“Preexisting Code”)
and there are no third party rights to such Preexisting Code that will interfere with the ownership and use of such software by
the Company and its Subsidiaries. Section 2.19(d) of the Disclosure Schedule lists all Open Source Software that
is included in or forms a part of any Company Products (along with the name and version of the Open Source License). All use and
distribution of Company Products is in compliance with all Open Source Licenses applicable thereto, including all copyright notice
and attribution requirements. The Company has not incorporated any Open Source Software into, or linked or distributed any Open
Source Software with, any Company Product, in a manner that requires or purports to require any Company Product, or any portion
thereof, to be subject to a Limited License. A “Limited License” is an Open Source License that, as a condition
of use of the Open Source Software, does: (a) prohibit or restrict the Company’s ability to charge a royalty or receive
consideration in connection with the sublicensing or distribution of any software included in the products or services of the
Company or any of its Subsidiaries; (b) require the distribution or making available of source code of any software included
any Company Products; (c) except as specifically permitted by applicable Law, grant any right to any Person (other than the
Company) or otherwise allow any such Person to decompile, disassemble or otherwise reverse-engineer any software included in any
Company Products; (d) require the licensing of any software included in any Company Products for the purpose of making derivative
works; or (e) restrict the Company’s ability to place restrictions on software included in any Company Products. By
way of clarification but not limitation, the term “Limited Licenses” shall include: GNU’s General Public License
(GPL) or Lesser/Library GPL (LGPL) or Affero General Public License (AGPL). The Software listed on Section 2.19(d) of
the Disclosure Schedule is hereinafter referred to, collectively, as “Limited License Software.” None of
the proprietary portion of the products or services of the Company and its Subsidiaries constituting software is subject to any
Limited License or incorporates or is distributed with any Limited License Software. Neither the Company or its Subsidiaries nor
any of their employees or contractors in the context of their employment or engagement (i) is or was a contributor with respect
to any open source projects or (ii) has licensed or made available any Company Products under any Open Source License.


 


(e)           To
the Knowledge of the Company, no portion of any Company Product contains any “back door,” “time bomb,”
 “Trojan horse,” “worm,” “drop dead device,” “virus” (as those terms are commonly
understood in the software industry) or other software routines or hardware components designed to permit unauthorized access or
to disable or erase software, hardware, or data without the consent of the relevant licensee or customer of the applicable product
or service of the Company or any of its Subsidiaries (“Contaminants”). The Company has not introduced any, and
has taken reasonable steps designed to prevent the introduction of Contaminants into Company Products.


 






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(f)            With
respect to each Trade Secret owned by the Company and its Subsidiaries that are held as of the date of this Agreement as a trade
secret (as defined in the Uniform Trade Secrets Act), the Company has taken precautions reasonable under the circumstances to protect
such Trade Secret’s secrecy and confidentiality. No such Trade Secret, to the Knowledge of the Company, has been misused,
divulged, or misappropriated by any third Person or used to the detriment of the Company or any of its Subsidiaries. No such Trade
Secret is subject to any adverse Claim currently pending nor has any adverse Claim been threatened in writing with respect to any
such Trade Secret and, to the Knowledge of the Company, there is no reasonable basis therefor.


 


(g)           The
Company and its Subsidiaries own, or has the right to use pursuant to an enforceable Contract, the Technology and Intellectual
Property Rights necessary to operate the Business as currently conducted in accordance with past practices. Each item of Technology
or Intellectual Property Rights that the Company and its Subsidiaries owned or used immediately prior to the Closing will be owned
or available for use by the Company and its Subsidiaries on identical terms and conditions immediately subsequent to the Closing.
The Company and its Subsidiaries have taken all reasonable action to maintain and protect each item of Technology or Intellectual
Property Rights that it owns or uses.


 


(h)           For
each item of Business Intellectual Property owned by the Company and its Subsidiaries that is listed on Section 2.19(a) of
the Disclosure Schedule, the Company has made available to the Purchaser (or its counsel) correct and complete copies of all
material written documentation evidencing ownership and prosecution (if applicable) of each such item of Business Intellectual
Property. With respect to each such item of Business Intellectual Property:


 


(i)            the
Company and its Subsidiaries possesses all right, title, and interest in and to the item, free and clear of any Lien, other than
Permitted Liens;


 


(ii)           the
item is not subject to any outstanding Order; and


 


(iii)          no
Claim is pending or threatened (and to the Knowledge of the Company there is no basis therefor) which challenges the enforceability,
use, or ownership of the item.


 


(i)            Section 2.19(i)(1) of
the Disclosure Schedule identifies each item of Business Intellectual Property (other than standard, commercially available
off-the-shelf software licensed to the Company and requiring payments of up to US$5,000 per license per annum) that any other Person
owns or has rights to and that the Company or any of its Subsidiaries licenses for use. Section 2.19(i)(2) of the
Disclosure Schedule identifies each Contract pursuant to which the Company or any of its Subsidiaries has granted to a third
party rights under or with respect to any of its Business Intellectual Property or any Company Product, other than Incidental Licenses.
The Company has made available to the Purchaser correct and complete copies of all such Contracts with respect to such use as amended
to date. With respect to the Contracts (x) related to each item of Business Intellectual Property required to be identified
in (1) Section 2.19(i)(1) of the Disclosure Schedule, the statements in clauses (i) through (viii) below
are true and correct, and (2) Section 2.19(i)(2) of the Disclosure Schedule, the statements in clauses (i) through
(iv) below are true and correct and (y) related to each item of computer software available on a retail basis:


 






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(i)            the
Contract is enforceable;


 


(ii)           the
Contract will continue to be enforceable on identical terms following the consummation of the transactions contemplated hereby
while it remains an active Contract of the Company or a Subsidiary thereof;


 


(iii)          neither
the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no counter-party is) in material Breach of such
Contract, and, to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material
Breach thereunder;


 


(iv)          no
party to the Contract has, to the Knowledge of the Company, repudiated any provision thereof;


 


(v)           with
respect to each sublicense Contract, to the Company’s Knowledge, the representations and warranties set forth in Sections
2.19(h)(i) through (iii) are true and correct with respect to the underlying license Contract;


 


(vi)          the
underlying item of Technology or Intellectual Property Right is, to the Knowledge of the Company, not subject to any outstanding
Order;


 


(vii)         no
Claim is to the Knowledge of the Company, pending or threatened (and to the Knowledge of the Company there is no particular reason
to expect any such Claim) that challenges the enforceability of the underlying item of Intellectual Property Right; and


 


(viii)        neither
the Company nor any of its Subsidiaries has granted any sublicense with respect to the Technology or Intellectual Property Right
licensed by the Company or a Subsidiary thereof under the Contract.


 


(j)            Except
as set forth on Section 2.19(j) of the Disclosure Schedule, all former and current employees and contractors of
the Company and its Subsidiaries have executed written Contracts with the Company or its applicable Subsidiary that (i) appropriately
protects the confidentiality of all Confidential Information disclosed to or otherwise obtained, accessed or created by such employees
or contractors, (ii) irrevocably assigns to the Company or such Subsidiary all rights, title and interest in and to any Intellectual
Property Rights or Technology created or developed by such employees and contractors (alone or with others) in the course of performing
their work for the Business, (iii) waives of any and all moral rights (to the extent possible under applicable Law) such employees
and contractors may possess in such Intellectual Property Right or Technology, and (iv) includes an express waiver of any
rights to receive compensation in connection with “Service Inventions” under section 134 of the Israeli Patent Law,
1967 (“Invention Assignment Agreements”). No current or former employee or contractor of the Company or any
Subsidiary has ever excluded any Intellectual Property Right or Technology from any Invention Assignment Agreement executed by
such person. No employee of the Company or any of its Subsidiaries has, to the Knowledge of the Company, entered into any Contract
that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to
transfer, assign, or disclose information concerning his or her work at the Company or any of its Subsidiaries to any Person other
than the Company or its Subsidiaries. Without prejudice to the provisions pertaining to the AOD Assets and the AOD Patent, none
of the Business Intellectual Property or Company Products is owned or claimed to be owned (partly or wholly) by any current or
former owner, stockholder, manager, partner, director, executive, officer, employee or contractor of the Company or any of its
Subsidiaries nor does any such Person have any interest therein or right thereto, including the right to royalty payments.


 






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(k)           Set
forth on Section 2.19(k) of the Disclosure Schedule are all Internet domain names registered by the Company, its
Subsidiaries and their respective Representatives and currently used in the Business (“Domain Names”). The Company
or its Representatives is the registrant of all Domain Names, and all registrations of Domain Names are in effect until such dates
as set forth on Section 2.19(k) of the Disclosure Schedule. To the Knowledge of the Company, no action has been
taken or is pending to challenge rights to, suspend, cancel or disable any Domain Name, registration therefor or the right of the
Company to use a Domain Name. To the Knowledge of the Company, the Company has a valid registration to the Domain Names.


 


(l)            Each
of the Company and its Subsidiaries has taken precautions consistent with applicable industry standards and reasonably designed
to protect the security (both logical and physical), as applicable, of the computer hardware and other information technology
assets owned, licensed, or used in the business of the Company and its Subsidiaries (collectively, “Company IT Assets”)
from any unauthorized use, access, or interruption by any other Person. The Company IT Assets constitute all information technology
equipment and systems necessary to, and operate and perform as currently required for the Company and its Subsidiaries to, conduct
the business in the manner in which it is presently conducted. Each of the Company and its Subsidiaries has implemented, maintains,
and uses commercially reasonable back up, security and disaster recovery technology and procedures consistent in all respects
with applicable regulatory standards and applicable industry standards and practices and the terms of their Contracts with customers
and suppliers. The Company IT Assets used in the hosting of the production version of the software products and services of the
Company and its Subsidiaries have not materially malfunctioned or failed in any manner that materially and adversely disrupted
their commercial availability during the three (3) years prior to the Closing Date.


 


(m)          Source
Code. The Company has not: (i) disclosed, delivered or licensed, or permitted the disclosure, delivery or license of,
any software code include in Company Products (or part thereof) in source code form to any Person, whether through or from the
Company, any escrow agent or any other Person, (ii) granted, and is not required to grant, any Person any rights, contingent
or otherwise, to access or receive any software code included in Company Products in source code form, and (iii) entered into
any escrow arrangement with respect to any software code included in Company Products. No event has occurred, and no circumstance
or condition exists, that (with or without notice or lapse of time) will, or reasonably could be expected to, result in the delivery,
license or disclosure of any such source code to any Person who is not, as of the date hereof, an employee of the Company who has
executed an Invention Assignment Agreement.


 






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(n)           Grants.
The Company and its Subsidiaries have not (a) applied for, accepted, been notified in writing that it has been approved for,
elected to participate in or received or become subject to or bound by any requirement or obligation relating to any Grants from
any Governmental Authority, including (i) Grants from the Israeli National Authority for Technological Innovation, formerly
known as the Office of Chief Scientist of the Israeli Ministry of Economy and Industry of the State of Israel, (ii) “Approved
Enterprise Status” granted by the Investment Center, (iii) Grants from the Israeli Fund for the Promotion of Marketing
and (iv) Grants from the ITA, the State of Israel, the BIRD Foundation and other bi-national or multi-national grant programs
for the financing of research and development or other similar funds, the European Union and the Fund for Encouragement of Marketing
Activities of the Israeli Government or (b) amended or terminated, or waived any material right or remedy related to, any
Grant. No Governmental Authority is entitled to receive any royalties or other payments from the Company with respect to any Business
Intellectual Property or Company Products.


 


(o)           Funding;
Resources. No (a) funding, personnel or facilities of any Governmental Authority, university, college, hospital or other
academic or educational institution or research center (collectively, “Institutions”) or (b) funding from
any Person (other than funds received in consideration for the Company Securities) were used in the development of any Business
Intellectual Property or Company Product. No Institutions have any rights in or with respect to any Business Intellectual Property
or Company Product. No current or former employee or contractor of the Company or any Subsidiary, who was or is involved in, or
who contributed or contributes to, the creation or development of any Business Intellectual Property or Company Product, performed
services for, attended or was employed by or was under a scholarship from any Institution during a period of time during which
such employee, non-employee director or officer, consultant or independent contractor was also performing services for the Company
or any Subsidiary. Without limiting the generality of the foregoing, no current or former employee, non-employee director or officer,
consultant or independent contractor of the Company or any Subsidiary who was involved in, or who contributed to, the creation
or development of any Business Intellectual Property or Company Product was employed by or has performed services (either directly
or as the employee of a sub-contractor providing services) for, or was subject to any regulations, guidelines and/or directive
of, the Israel Defense Forces or the Israel Ministry of Defense during a period of time during which such employee or contractor
was also involved in, or contributing to, the creation or development of any Business Intellectual Property or Company Product,
or during the twelve-month period immediately prior to his or her employment or engagement with the Company or any Subsidiary,
other than reserves duty.


 


2.20          Environmental
Matters. Neither the Company nor any of its Subsidiaries has received any written communication from an Authority that alleges
that the Company or any of its Subsidiaries is not in compliance with any Environmental Law. Each of the Company and its Subsidiaries
is and for the previous five (5) years has been in compliance in all material respects with all applicable Environmental
Laws. Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for the disposal of, transported,
handled, released or exposed any Person to any Hazardous Substance, or owned or operated any property or facility in a manner
that has given or would be reasonably expected to give rise to a material liability under any Environmental Law. To the Knowledge
of the Company, (i) the Real Property has been operated and maintained in compliance with applicable Environmental Laws and
(ii) no Real Property contains any friable or damaged asbestos containing materials that in their present condition must
be removed, abated or encapsulated to comply with Environmental Laws.


 






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2.21          Dealings
with Affiliates. Except as set forth on Section 2.21 of the Disclosure Schedule:


 


(a)           there
are no (i) Contracts to which the Company or a Subsidiary thereof is a party, and to which an Affiliate of the Company or
any Stockholder is also a party or (ii) transactions, arrangements, or understandings between the Company or a Subsidiary
thereof and any Affiliate of the Company or any Stockholder; and


 


(b)           other
than Public Company Investments, none of the Company, any officer or director of the Company, nor, to the Knowledge of the Company,
any Affiliate of the foregoing or any Immediate Family Member of any such officer or director has any direct or indirect financial
interest in any competitor, supplier, or customer of the Company or a Subsidiary thereof.


 


2.22          Insurance.
The Company and its Subsidiaries currently have the Policies set forth on Section 2.22 of the Disclosure Schedule.
All of the Policies are in full force and effect and provide for coverage that is usual and customary as to the amount and scope
in the Business and pursuant to Contracts to which the Company or any of its Subsidiaries is a party. All premiums with respect
to the Policies covering all periods up to and including the Closing Date have been paid or accrued therefor, and no written notice
of cancellation or termination is pending or has been received by the Company with respect to any Policy. Section 2.22
of the Disclosure Schedule sets forth a true, correct, and complete summary of all Policies.


 


2.23          Brokerage
and Transaction Based Fees. Except as set forth on Section 2.23 of the Disclosure Schedule, there are no obligations
for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this
Agreement based on any agreement made by or on behalf of the Company or any Subsidiary thereof for which Purchaser or the Company
or any Subsidiary thereof would be liable following the Closing.


 


2.24          Suppliers
and Customers. Section 2.24 of the Disclosure Schedule sets forth (a) an accurate list of the top ten (10) suppliers
of any product, materials, or service to the Company and its Subsidiaries, taken as a whole for the fiscal year ended December 31,
2020 (each, a “Material Supplier”) and (b) an accurate list of the top ten (10) customers by revenue
of the Company and its Subsidiaries taken as a whole for the fiscal year ended December 31, 2020 (each, a “Material
Customer”).


 


2.25          Improper
and Other Payments. Except as set forth on Section 2.25 of the Disclosure Schedule, (a) none of the Company,
nor any Subsidiary thereof, nor any director or officer thereof, nor, to the Knowledge of the Company, any Person acting on behalf
of the Company, has, made, paid, or received any unlawful bribes, kickbacks, or other similar payments to or from any Person or
Authority, (b) no contributions have been made, directly or indirectly, by the Company or any Subsidiary thereof, or any
director, officer, or key employee thereof , in each case acting on behalf of the Company, to a domestic or foreign political
party or candidate for the purpose of influencing any official act or decision, and (c) no improper foreign payment (as defined
in the Foreign Corrupt Practices Act) has been made by the Company or any Subsidiary thereof.


 






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2.26          Bank
Accounts; Powers of Attorney. Section 2.26 of the Disclosure Schedule sets forth a true, correct, and complete
list of (a) all bank accounts and safe deposit boxes under the control or for the benefit of the Company or any of its Subsidiaries,
(b) the names of all persons authorized to draw on or have access to such accounts and safe deposit boxes, and (c) all
outstanding powers of attorney or similar authorizations granted by the Company or any of its Subsidiaries, copies of which have
been made available to the Purchaser.


 


2.27          No
Disclosure. No representation or warranty by the Company in this Agreement contains any untrue statement of a material fact
or omits a material fact necessary to make each statement contained herein or therein not misleading.


 


2.28          No
Other Representations. The Company acknowledges and represents that except for the representations and warranties expressly
and specifically made by the Purchaser in Article 4, and in any other Transaction Documents to which it is a party,
the Purchaser does not make any representation or warranty, whether expressed or implied, and Purchaser hereby disclaims all other
representations and warranties of any kind or nature, express or implied.


 


Article 3

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS


 


In order to induce
the Purchaser to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated
hereby and thereby, each of the Stockholders, severally for himself/itself and not jointly with the other Stockholders, makes
the following representations and warranties to the Purchaser as of the date hereof and as of the Closing Date:


 


3.1            Authorization;
Enforceability.


 


(a)           Such
Stockholder has full power, capacity, and authority to execute and deliver this Agreement and the other Transaction Documents
to which such Stockholder is a party, to perform his, her, or its obligations under this Agreement and the other Transaction Documents
to which such Stockholder is a party, and to consummate the transactions contemplated by this Agreement and the other Transaction
Documents to which such Stockholder is a party.


 


(b)           This
Agreement has been duly executed and delivered by such Stockholder, and the other Transaction Documents to which such Stockholder
is a party will be duly executed and delivered by such Stockholder as of the date hereof and as of the Closing Date, as applicable,
and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, will constitute, upon such
execution and delivery in each case thereof, legal, valid, and binding obligations of such Stockholder enforceable in accordance
with their respective terms and conditions, except as such enforceability may be limited by the General Enforceability Exceptions.


 






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3.2           Title
to Securities. Such Stockholder is the beneficial and record owner of all right, title and interest in and to the Securities
of the Company set forth opposite such Stockholder’s name on Section 3.2 of the Disclosure Schedule and such
Securities are free and clear of any Lien, other than Permitted Liens.


 


3.3           No
Consents. No consent of, permit, or exemption from, or declaration, filing, or registration with, any Person or Authority
is required to be made or obtained by such Stockholder in connection with the execution, delivery, and performance of this Agreement
by such Stockholder or any other Transaction Documents to which it is a party.


 


3.4           Litigation.
There are no Legal Proceedings pending, or to the Knowledge of such Stockholder threatened, against such Stockholder, nor is such
Stockholder subject to any judgment, Order or decree of any court, judicial authority or Authority, in each case, which would
seek to prevent any of the transactions contemplated by this Agreement and the other Transaction Documents.


 


3.5           No
Violation. Neither the execution and delivery of this Agreement or the other Transaction Documents to which such Stockholder
is a party, nor the performance by such Stockholder of the transactions contemplated hereby or thereby, will (a) result in
a default, give rise to any right of termination, cancellation, or acceleration, or require any consent under any of the terms,
conditions, or provisions of any material mortgage, loan, license, agreement, lease, or other instrument or obligation to which
such Stockholder is a party, or (b) conflict with or violate any material Laws applicable to such Stockholder or by which
any of his, her, or its respective assets are bound, in each case.


 


3.6           Tax
Withholding Information. All information provided, or to be provided, to the Purchaser, the Paying Agent or to any Taxing
Authority, by or on behalf of a Stockholder for purposes of enabling Purchaser, the Paying Agent or the Taxing Authority to determine
the amount of Tax to be deducted and withheld, if any, from the consideration payable to such Stockholder pursuant to this Agreement
and for the ITA to issue a Valid Tax Certificate is and will be fully accurate and complete when provided.


 


3.7           No
Other Representations. Each Stockholder acknowledges and represents that except for the representations and warranties expressly
and specifically made by the Purchaser in Article 4, and in any other Transaction Documents to which it is a party,
the Purchaser does not make any representation or warranty, whether expressed or implied, and Purchaser hereby disclaims all other
representations and warranties of any kind or nature, express or implied.


 


Article 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


In order to induce
the Company and the Stockholders to enter into this Agreement and the other Transaction Documents and to consummate the transactions
contemplated hereby and thereby, the Purchaser makes the following representations and warranties to the Company and the Stockholders
as of the date hereof and as of the Closing Date:


 


4.1           Organization
and Qualification. The Purchaser is a company duly formed, validly existing, and in good standing under the Laws of the jurisdiction
of its formation with full corporate power and authority to own, operate, and lease its properties and assets. The Purchaser is
duly qualified or licensed to conduct its business and is in organizational and Tax good standing in the jurisdiction of its formation.


 






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4.2           Authorization,
Etc. The Purchaser has the requisite, absolute, and unrestricted right, power, and authority to execute and deliver this Agreement
and the other Transaction Documents to which the Purchaser is a party, to perform the obligations under this Agreement and the
other Transaction Documents to which the Purchaser is a party, and such actions have been duly authorized by the board of directors
(or similar governing body) of the Purchaser and no other proceedings on its part is necessary to authorize this Agreement, the
other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered
by the Purchaser, and the other Transaction Documents to which the Purchaser is a party have been, or will at the Closing be,
duly executed and delivered by the Purchaser, and this Agreement and the other Transaction Documents to be entered into by the
Purchaser each constitutes the legal, valid, and binding obligation of the Purchaser enforceable against the Purchaser in accordance
with its terms.


 


4.3           No
Violation. The execution, delivery, and performance by the Purchaser of this Agreement, and the other Transaction Documents
to which the Purchaser is party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser,
do not and will not (a) conflict with or result in a Breach of the terms, conditions or provisions of, (b) constitute
a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in a violation
of, or (d) require any authorization, consent, approval, exemption, or other action by, or notice to, or filing with any
third party or Authority pursuant to, the Organizational Documents of the Purchaser. The Purchaser has complied in all material
respects with all applicable Laws and Orders in connection with its execution, delivery and performance of this Agreement, the
other Transaction Documents, and the transactions contemplated hereby and thereby.


 


4.4           No
Consents. Except as set forth in Section 4.4 of the Disclosure Schedule, no consent of, permit, or exemption from,
or declaration, filing, or registration with, any Person or Authority is required to be made or obtained by the Purchaser in connection
with the execution, delivery, and performance of this Agreement by the Purchaser.


 


4.5           Investment
Intent. The Purchaser (a) is acquiring the Company Securities for its own account with the present intention of holding
the Company Securities for investment purposes, and not with a view to the distribution thereof and (b) is an “accredited
investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.


 


4.6           Brokerage.
There are no Claims for brokerage commissions, investment banking or finders’ fees or expenses or similar compensation in
connection with the transactions contemplated by this Agreement based on any arrangement or Contract binding upon the Purchaser,
the liability for which would be borne by any Stockholder.


 


4.7           Experienced
Investor. The Purchaser acknowledges that it is having knowledge, sophistication and experience in business and financial
matters, that it is capable of evaluating the risks involved in the purchase of the Company’s Shares, in the Business and
in the transactions hereunder and that it can bear the economic risks which might result as a consequence thereof and can afford
a complete loss of its investment hereunder.


 






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4.8           Review
of Company Information. The Purchaser and its Representatives have conducted a legal (including Intellectual Property Rights),
financial, tax, technical and operational due diligence, during which they have been furnished with materials and access to information
relating to the business, finances and operations of the Company, including for purposes of examining commercial, legal, tax,
information technology, intellectual property, human resources and financial issues relating thereto. The Purchaser and its Representatives
have received all information requested by them to their satisfaction and have been afforded the opportunity to ask questions
of, and receive answers from the Company and its Representatives and certain of their respective customers. The Purchaser has
sought such accounting, legal, technical and tax advice as it has considered necessary to make an informed investment decision
with respect to the Company and the transactions hereunder.


 


4.9           No
Other Representations. The Purchaser acknowledges and represents that except for the representations and warranties expressly
and specifically made by the Company and the Stockholders in Article 2 and Article 3, respectively, and
in any other Transaction Documents neither the Company nor any of the Stockholder makes any representation or warranty, whether
expressed or implied, and the Company and the Stockholders hereby disclaim all other representations and warranties of any kind
or nature, express or implied.


 


Article 5

PRE-CLOSING COVENANTS


 


5.1           Further
Assurances; Fulfillment of Conditions. During the Interim Period, the Purchaser and the Company will, as promptly as practicable,
(a) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and will
take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out
and comply with all of the terms of this Agreement and the transactions contemplated hereby and (b) use all reasonable efforts
to cause the conditions set forth in Sections 7.2 and 7.3 to be satisfied and to consummate the transactions contemplated
herein.


 


5.2          Conduct
of the Business.


 


(a)         During
the Interim Period, except as otherwise provided in this Agreement or consented to in writing by the Purchaser, which consent
shall not be unreasonably withheld or delayed, the Company will carry on the Business in the Ordinary Course of Business. Without
the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, during the
Interim Period, the Company will not and will cause its Subsidiaries not to:


 


(i)            amend,
alter, or otherwise modify its or its Subsidiaries’ Organizational Documents;


 


(ii)          incur
or commit to incur any Indebtedness other than in the Ordinary Course of Business (such as Media spending), in an individual amount
less than $25,000 or $ 50,000 in the aggregate;


 






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(iii)         (A) acquire,
or dispose of, any material property or assets, (B) mortgage or encumber any property or assets, other than Permitted Liens,
or (C) cancel any material debts owed to or Claims held by the Company or any of its Subsidiaries;


 


(iv)          enter
into or modify or amend any Contracts with any Affiliates of the Company or other related parties;


 


(v)           establish,
adopt, or amend (except as otherwise required under applicable Law) any Benefit Plan;


 


(vi)          issue,
sell, or transfer or agree to issue, sell or transfer, any Securities;


 


(vii)        fail
to maintain in full force and effect insurance policies listed in Section 2.22 of the Disclosure Schedule other than
as may be renewed or replaced in the Ordinary Course of Business;


 


(viii)        enter
into, modify, or terminate any Material Contract, other than in Ordinary Course of Business;


 


(ix)          make
any material change in the financial accounting principles, methods, records, or practices followed by it;


 


(x)           alter
of its own accord its cash management policy, including in respect of the collection of accounts receivable or payment of accounts
payable in any material respect;


 


(xi)         make
any material Tax election, change any Tax election, change any Tax accounting period, adopt any Tax accounting method, change
any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender
any right to claim a refund of Taxes, consent to any extension or waiver of the statute of limitations with respect to the assessment
or collection of Taxes, or take any other similar action if such action would have the effect of materially increasing the liability
of or materially decreasing any Tax attribute of the Company for any Tax period ending after the Closing Date;


 


(xii)        hire,
engage, or terminate any employee, independent contractor or consultant, in any case having a base compensation (including salary
and anticipated bonus) of more than $50,000 per year, other than in Ordinary Course of Business;


 


(xiii)        declare
or pay any dividends or distributions in-kind, or redeem or repurchase any of its Securities;


 


(xiv)       split,
combine, reclassify, or modify, or authorize any split, combination, reclassification, or modification of the terms of any Securities;


 


(xv)         sell,
transfer, lease, or otherwise dispose of any of its assets not in the Ordinary Course of Business; or


 






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(xvi)         enter
into any real property lease other than the renewals of existing Lease Agreements in the Ordinary Course of Business, or authorize
or make any capital expenditures in excess of $25,000.


 


(b)         Nothing
in this Section 5.2 is intended to (i) result in the Stockholders or the Company ceding control to the Purchaser
of the Company’s basic Ordinary Course of Business and commercial decisions prior to the Closing Date or (ii) preclude
the Company from taking all steps required and/or advisable in connection with the AOD Spin-Off, in accordance with Section 6.2.


 


5.3         Interim
Financial Information. During the Interim Period, the Company will provide to the Purchaser, as promptly as practicable after
each monthly accounting period, periodic financial reports in the form that it customarily prepares for its internal purposes
concerning the Company and its Subsidiaries and, if available, unaudited consolidated statements of the financial position of
the Company and its Subsidiaries as of the last day of each such accounting period and consolidated statements of income and changes
in financial position of the Company and its Subsidiaries for the period then ended. Such interim statements will fairly present
the financial condition, cash flows, and results of operations of the Company and its Subsidiaries as of the respective dates
thereof, subject to normal recurring year-end adjustments and the absence of notes.


 


5.4         Exclusivity.
During the Interim Period, neither the Company, nor any Company Subsidiary, nor any Stockholder will directly or indirectly: (a) solicit,
initiate, or encourage the submission of any proposal or offer from any Person relating to, or enter into or consummate any transaction
relating to, the acquisition of any Securities of the Company or any Company Subsidiary or any merger, recapitalization, leveraged
dividend, share exchange, sale of substantial assets or any similar transaction or alternative to the transactions contemplated
by this Agreement and the other Transaction Documents that involve the Company or any Company Subsidiary or (b) participate
in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate
in any other manner, any effort or attempt by any Person to do or seek any of the foregoing. During the Interim Period, the Company
will notify the Purchaser within two (2) Business Days if any Person makes any proposal, offer, inquiry, or contact with
respect to any of the foregoing (whether solicited or unsolicited). Notwithstanding the above, the Company and the Stockholders
shall be entitled to take all actions in connection with the AOD Spin-Off in accordance with Section 6.2 and the obligations
set out in this Section 5.4 shall not apply to any matter in relation to the AOD Business.


 






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5.5           Confidentiality.


 


(a)           Except
as may be required by lawful order of an Authority, the Company, its Subsidiaries and each Stockholder agree to keep secret and
confidential, all non-public information concerning the Purchaser or any of its Affiliates that was acquired by, or disclosed
to, the Company or any of the Stockholders prior to the Closing Date, except any information which (a) was, is now, or becomes
generally available to the public (but not as a result of a Breach of any duty of confidentiality by which the Company, any of
the Stockholders, or any of their respective Affiliates are bound); (b) was disclosed to the Company or any Stockholder by
a third party that, to the knowledge of the Company or such Stockholder, is not subject to any duty of confidentiality to the
Purchaser or any of its Affiliates prior to its disclosure to the Company or any Stockholder by the Purchaser or any of its Affiliates;
(c) is required to be disclosed by any Law, Order, or Authority; or (d) is necessary to be disclosed by any Stockholder
to an Authority in connection with the enforcement of its rights hereunder; provided, however, such Stockholder agrees that it
will provide the Purchaser with prompt written notice of such requirement in order to enable the Purchaser to seek an appropriate
protective Order or other remedy; provided, however, that a Stockholder may disclose such confidential information
(i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services;
and (ii) to any existing or prospective affiliate, partner, member, manager or stockholder, of such Stockholder in the ordinary
course of business and who are subject to a duty of confidentiality. The Company, its Subsidiaries and each Stockholder will use
such data and information solely for the specific purpose of evaluating the transactions contemplated hereby. If this Agreement
is terminated, each Stockholder, the Company, and their respective Affiliates and their respective Representatives will promptly
return to the Purchaser all such data, information, and other written material (including all copies thereof) which has been obtained
by the Company, any Company Subsidiary or any Stockholder, and the Company, its Subsidiaries and each Stockholder will make no
further use whatsoever of any of such information contained therein or derived therefrom.


 


(b)           Except
as may be required by Law, the Purchaser agrees to keep and shall cause all Purchaser’s Representatives and Affiliates to
keep, secret and confidential, all non-public information concerning the Company, its Subsidiaries and any of the Stockholders
or any of their Affiliates that was acquired by, or disclosed to, the Purchaser and/or by any of Purchaser’s Representatives
or Affiliates prior to the Closing Date, except any information which (a) was, is now, or becomes generally available to
the public (but not as a result of a Breach of any duty of confidentiality by which the Purchaser or any of its Representatives
or its respective Affiliates are bound); (b) was disclosed to the Purchaser and/or to any of Purchaser’s Representatives
or Affiliates by a third party that, to the knowledge of the Purchaser and/or by such Purchaser’s Representatives or Affiliates,
is not subject to any duty of confidentiality to the Company or any of the Stockholders or any of their Affiliates prior to its
disclosure to the Purchaser and/or to any of Purchaser’s Representatives or Affiliates by the Company or any of the Stockholders
or any of their Affiliates; (c) is required to be disclosed by any Law, Order, or Authority; or (d) is necessary to
be disclosed by the Purchaser to an Authority in connection with the enforcement of its rights hereunder; provided, however, the
Purchaser agrees that it will provide the Company or any of the Stockholders with prompt written notice of such requirement in
order to enable the Company or any of the Stockholders to seek an appropriate protective Order or other remedy. The Purchaser
will use such data and information solely for the specific purpose of evaluating the transactions contemplated hereby. If this
Agreement is terminated, the Purchaser and its respective Affiliates and their respective Representatives will promptly return
to the Company or any of the Stockholders all such data, information, and other written material (including all copies thereof)
which has been obtained by the Purchaser and/or by any of Purchaser’s Representatives or Affiliates, and the Purchaser and
its Representatives and Affiliates will make no further use whatsoever of any of such information contained therein or derived
therefrom. The above is without derogation from the obligations pursuant to the Confidentiality Agreement.


 






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Purchaser’s
confidentiality obligations pursuant to this section shall terminate upon and subject to the occurrence of the Closing (other
than with regard to the AOD Confidential Information and other materials and information that relate solely to the AOD
Business).


 


5.6           Full
Access and Disclosure. During the Interim Period (a), the Company will, and the Stockholders will cause the Company to, afford,
and will cause the Company’s independent certified public accountants to afford, to the Purchaser and its Representatives
and to financial institutions and financing sources specified by the Purchaser, reasonable access during normal business hours
to the Company’s offices, properties, books, and records in order that the Purchaser may have full opportunity to make such
reasonable investigations as it will desire to make of the affairs of the Company and its Subsidiaries, (b) the Company will
assist the Purchaser and its Representatives and financial institutions specified by the Purchaser in obtaining the reasonable
cooperation of the Company to evaluate the Company’s relationship with its suppliers and customers and (c) the Company
will cause their officers, employees, counsel, and auditors to furnish such additional financial and operating data and other
information, as the Purchaser will from time to time reasonably request including any internal control recommendations made by
its independent auditors in connection with any audit of the Company and its Subsidiaries. From time to time during the Interim
Period, the Company will promptly supplement or amend information previously delivered to the Purchaser with respect to any matter
hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or disclosed
herein; provided however, such supplemental information will not be deemed to be an amendment to any Disclosure Schedule.
Prior to the Closing Date, the Company will deliver to the Purchaser a schedule reflecting the information required to be disclosed
in Section 2.18(a)(i) of the Disclosure Schedule updated as of the Closing Date.


 


5.7           Public
Announcements. Unless otherwise required by applicable Law, during the Interim Period, no Party will make any public announcements
in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the
prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned, or delayed), and the Parties
will cooperate as to the timing and contents of any such announcement.


 


5.8           Notification.
The Company will promptly and accurately advise the Purchaser in writing of the threat or commencement against any of the Company
or the Stockholders (in their capacity of stockholders of the Company) of any Legal Proceeding known to any of the aforesaid,
by, against, or materially affecting any Stockholder , the Business, or the Company’s operations, assets, or prospects,
or which challenges or may affect the validity of this Agreement or any other Transaction Document, or any action taken or to
be taken by the Company or any of the Stockholders in connection with this Agreement or any other Transaction Document or the
ability of the Company or any Stockholder to consummate the transactions contemplated herein and therein.


 






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5.9           D&O
Tail Insurance Policy. Prior to the Closing, the Company shall purchase at its sole cost and expense an extended reporting
period endorsement/tail under Company’s existing directors’ and officers’ liability insurance coverage for the
Company’s directors and officers which shall provide coverage for seven (7) years following the Closing of not less
than the existing coverage for, and have other terms not materially less favorable to, the insured persons than the directors’
and officers’ liability insurance presently maintained by the Company (collectively, the “D&O Tail Policy”).
The costs of such D&O Tail Policy shall be a Transaction Expense payable at Closing to the extent such costs are not paid
prior to Closing. If Purchaser or, after the Closing, the Company or any of their respective, successors or assigns (i) consolidates
with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of the consolidation
or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then in each such case,
proper provisions will be made so that the successors and assigns of Purchaser or the Company, as applicable, assume all of the
obligations set forth in this Section 5.9.


 


Article 6

POST-CLOSING COVENANTS


 


6.1           Deliveries
After Closing. From time to time after the Closing, at the Purchaser’s reasonable request and without further consideration
from the Purchaser, each of the Stockholders will execute and deliver such other instruments of conveyance and transfer and take
such other reasonable action as the Purchaser may reasonably require to convey, transfer to, and vest in the Purchaser and to
put the Purchaser in possession of any rights or property to be sold, conveyed, transferred, and delivered by such Stockholder
hereunder.


 


6.2           Spin-Off
of AOD Business. As soon as practicable following the Closing Date but in any event no later than twelve (12) months after
the date hereof, all or part of the Stockholders may form a new wholly-owned corporation, the holdings thereof (subject to proportional
holdings of the share capital thereof reflecting the shareholdings of the Company as of immediately prior to the date hereof,
except with respect to such Stockholders that shall waive their rights to participate in the AOD Entity) and all other matters
related thereto (including without limitation, the timing and manner of the incorporation thereof, the composition of its Board
of Directors, etc.) shall be at the sole discretion of the Company Majority Stockholders (the “AOD Entity”)
in relation to which AOD Entity the Purchaser and its Representatives will have no rights whatsoever, other than as and if set
forth in this Agreement. The AOD Entity shall be entitled, at its discretion, to purchase from the Company, for an aggregate consideration
of US $ 138,000 (plus VAT to the extent payable under applicable law) (the “AOD Exercise Price”) all rights
and interests in the AOD Assets and to the AOD Patent, by giving the Company a written notice (the “AOD Exercise Notice”),
no later than twelve (12) months after the date hereof. Within 14 days of receipt by the Company of the AOD Exercise Notice together
with the AOD Exercise Price, the Purchaser shall cause the Company to fully transfer and assign to the AOD Entity, all rights
and interests in the AOD Assets and to the AOD Patent free and clear of any Liens (but subject to the release as provided below
in this Section 6.2), pursuant to an assignment agreement, the form of which is attached hereto as Exhibit D
(the “AOD Assignment Agreement”) (the above actions shall be referred to herein as the “AOD Spin-Off”).
The exact procedure with respect to the establishment of the AOD Entity and the transfer of the AOD Assets to the AOD Entity shall
be decided by the Company Majority Stockholders )in coordination with the Purchaser) following and subject to tax-related advice
to be received by the Stockholders prior to or after the date hereof. Following receipt of the AOD Exercise Notice, the Stockholders,
the AOD Entity shall and the Purchaser undertakes that the Company shall (i) execute and deliver any and all documents and
such other instruments of conveyance and transfer, including the AOD Assignment Agreement and (ii) shall further take all
reasonable actions required and/or advisable, as reasonably requested by the Company Majority Stockholders or the Purchaser, as
the case may be, in order to execute and facilitate the AOD Spin-Off as contemplated by this Agreement and to convey, transfer
to, and vest in the AOD Entity all of the AOD Assets so that the AOD Entity shall be in possession of any and all rights, in and
to the AOD Assets and the AOD Patent; provided, however, and notwithstanding anything to the contrary in this Agreement, so as
to fully permit the Company to continue in its Ordinary Course of Business (other than the AOD activities), the Stockholders,
the AOD Entity and their respective Affiliates (on behalf of itself and all successors and assigns) covenant and agree, subject
to compliance with the Non-Compete Restrictions by the Persons bound thereunder as set out below, not to object to, and hereby
release, waive and discharge the Company and its Representatives (and its successors and assigns) from any and all Claims of any
kind whatsoever (whether sounding in contract, tort or otherwise) which the Stockholders, the AOD Entity or their respective Affiliates
(or their respective successors and assigns) can, will or may have arising out of or related or with respect to the Company’s
(and its successors and assigns) use (whether in the past, present, or future) of the AOD Assets; provided such use of the AOD
Assets by the Company (or its successors and assigns) is solely so to allow the Company to continue in its Ordinary Course of
Business, as aforesaid, and the Stockholders, the AOD Entity and their respective Affiliates (or their respective successors and
assigns) hereby agree to irrevocably waive and refrain from asserting, commencing, bringing, or maintaining any such Claim in
any court or before any arbitration, alternative dispute resolution or other tribunal, or otherwise.


 






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For the avoidance
of doubt it is clarified that, prior to the delivery of the AOD Exercise Notice, the Company Majority Stockholders shall be entitled
to take and/or refrain from taking any actions pertaining to the AOD Spin-Off, at their sole discretion, provided that such action
does not impose any liability on any other Stockholder (other than as such reasonably emanate from the provisions hereof and other
than the pro-rata participation in financing the AOD Entity, including the payment of the AOD Exercise Price, except with respect
to such Stockholders that shall waive their rights to participate in the AOD Entity), the Company or the Purchaser or their respective
Affiliates, except with the prior written approval thereof, and none of them shall be liable to the other Stockholders in connection
with any acts and/or omissions.


 


Neither the Purchaser,
the Company, nor any Affiliate thereof shall have any liability or Loss, whether arising in contract, tort or otherwise, associated
with the AOD Assets, the AOD Patent or AOD Spin-Off and/or the ownership, maintenance or safeguarding of the AOD Assets or AOD
Patent and shall have no duties or obligations in respect thereof except as expressly set forth in this Section 6.2
or Section 6.6.


 






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6.3           Non-Disclosure;
Non-Competition; Non-Solicitation.


 


(a)           Non-Disclosure
of Company Confidential Information. No Stockholder (severally on his, her, or its behalf and on behalf of each of his, her,
or its Affiliates’ behalf) will, directly or indirectly, disclose or use at any time (and will cause their respective Affiliates
and Representatives not to use or disclose) any Company Confidential Information (whether or not such information is or was developed
by such Stockholder), except to the extent that such disclosure or use is directly related to and required by the performance
or exercise of such Stockholder’s duties to the Company or the Purchaser or such Stockholder’s rights under this Agreement
or any other Transaction Document or as required by Law or as otherwise provided hereunder; provided, however, that
a Stockholder may disclose Company Confidential Information (i) to its attorneys, accountants, consultants, and other professionals
to the extent necessary to obtain their services; and (ii) to any existing or prospective affiliate, partner, member, manager
or stockholder, of such Stockholder in the ordinary course of business and who are subject to a duty of confidentiality. Each
Stockholder further agrees to take commercially reasonable steps, to the extent within its control, to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss, and theft. In the event any Stockholder is required
by Law to disclose any Confidential Information, such Stockholder will promptly notify the Purchaser in writing, which notification
will include the nature of the legal requirement and the extent of the required disclosure, and will cooperate with the Purchaser’s
reasonable requests, at Purchaser’s costs and expenses, to preserve the confidentiality of such Confidential Information
consistent with applicable Law. For purposes of this Agreement, “Company Confidential Information” means all
information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”),
in any form or medium, that relates to the Business, the Company, its Subsidiaries or its or its Subsidiaries’ respective
employees, vendors, suppliers, distributors, customers, independent contractors, or other business relations. Confidential Information
includes the following as they relate to the Company, its Subsidiaries or the Business and, in each case, to the extent the Company,
its Subsidiaries or the Business obtains a commercial benefit from the secret nature of such information: internal business information
(including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and
sales plans and practices, cost, rate and pricing structures, accounting and business methods and potential acquisition candidates);
identities of, individual requirements of, and specific contractual arrangements with, the Company’s or its Subsidiaries’
employees, vendors, suppliers, distributors, customers, independent contractors, or other business relations and their confidential
information; Trade Secrets, know-how, compilations of data and analyses, techniques, software, code, hardware, systems, formulae,
research, records, reports, manuals, documentation, models, data and data bases relating thereto; and inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, and reports. Notwithstanding the foregoing, Company Confidential
Information does not include such information which: (i) at the time of disclosure is publicly available or thereafter becomes
publicly available through no act or omission of such Stockholder; (ii) is thereafter disclosed or furnished to such Stockholder
by a third party who is not known by such Stockholder to have acquired the information under an obligation of confidentiality;
(iii) is independently developed by such Stockholder after the Closing Date without the use of, reliance on, or reference
to, Confidential Information; (iv) is disclosed by such Stockholder (subject to compliance with the applicable provisions
of this subsection (a)) under compulsion of applicable Law, or (v) relates solely to the AOD Business and/or the AOD
Assets.


 






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(b)           Non-Disclosure
of AOD Confidential Information. Neither any of Stockholders, nor the Purchaser nor the Company (severally on his, her, or
its behalf and on behalf of each of his, her, or its Affiliates) (each of the above persons shall be referred to herein as a “Knowledgeable
Party”) will, directly or indirectly, disclose or use at any time (and will cause their respective Affiliates and Representatives
not to use or disclose) any AOD Confidential Information (whether or not such information was developed by such Knowledgeable
Party), except to the extent that such disclosure or use is directly related to and required by the performance or exercise of
such Knowledgeable Party’s duties to the AOD Entity or rights under this Agreement or any other Transaction Document or
as required by Law; provided, however, that a Stockholder may disclose AOD Confidential Information (i) to
its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services; and (ii) to
any existing or prospective affiliate, partner, member, manager or stockholder, of such Stockholder in the ordinary course of
business and who are subject to a duty of confidentiality. Each Knowledgeable Party further agrees to take commercially reasonable
steps, to the extent within its control, to safeguard such AOD Confidential Information and to protect it against disclosure,
misuse, espionage, loss, and theft. In the event any Knowledgeable Party is required by Law to disclose any AOD Confidential Information,
such Knowledgeable Party will promptly notify the AOD Entity in writing, which notification will include the nature of the legal
requirement and the extent of the required disclosure, and will cooperate with the AOD Entity’s reasonable requests, at
AOD Entity’s costs and expenses, to preserve the confidentiality of such AOD Confidential Information consistent with applicable
Law. For purposes of this Agreement, “AOD Confidential Information” means all information of a confidential
or proprietary nature (provided that it is specifically labeled or identified as “confidential” or otherwise reasonably
ought to be treated as confidential given the nature thereof and the circumstances of its disclosure), in any form or medium,
that relates solely to the AOD Business, the AOD Assets, the AOD Entity, its Subsidiaries or its or its Subsidiaries’ respective
employees, vendors, suppliers, distributors, customers, independent contractors, or other business relations. AOD Confidential
Information includes also the following as they relate solely to the AOD Entity, its Subsidiaries, the AOD Business and/or the
AOD Assets and, in each case, to the extent the AOD Entity, its Subsidiaries or the AOD Business obtains a commercial benefit
from the secret nature of such information: internal business information (including information relating to strategic and staffing
plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures,
accounting and business methods and potential acquisition candidates); identities of, individual requirements of, and specific
contractual arrangements with, the AOD Entity or its Subsidiaries’ employees, vendors, suppliers, distributors, customers,
independent contractors, or other business relations and their confidential information; Trade Secrets, know-how, compilations
of data and analyses, techniques, software, code, hardware, systems, formulae, research, records, reports, manuals, documentation,
models, data and data bases relating thereto; and inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, and reports. Notwithstanding the foregoing, AOD Confidential Information does not and shall not include information
which: (i) at the time of disclosure is publicly available or thereafter becomes publicly available through no act or omission
of the Knowledgeable Party; (ii) is thereafter disclosed or furnished to such Knowledgeable Party by a third party who is
not known by such Knowledgeable Party to have acquired the information under an obligation of confidentiality; or (iii) is
disclosed by such Knowledgeable Party (subject to compliance with the applicable provisions of this Section 6.3(b))
under compulsion of applicable Law. If the AOD Spin-Off has not been consummated within twelve (12) months after the date hereof,
this Section 6.3(b) shall terminate, and be of no further force or effect.


 






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(c)            AOD
Business Non-Competition.


 


(i)            Each
of the Knowledgeable Parties acknowledges and agrees that the AOD Entity would be irreparably damaged if any of the Knowledgeable
Parties were to directly or indirectly be involved in any AOD Business and that such activities may result in significant losses
to and/or damages by the AOD Entity.


 


(ii)           In
order to protect the legitimate interests of the AOD Entity and the value of the AOD Business (including, without limitation,
the goodwill inherent in the AOD Business) and the AOD Assets, the Purchaser (on its behalf and on behalf of its Affiliates and
the Founders), hereby agrees that during the Restricted Period the Purchaser (on its behalf and on behalf of its Affiliates and
the Founders) will not, directly or indirectly, engage in AOD Business, nor will acquire or hold any economic, financial, or other
interest (including equity or debt securities) in, act as an equity holder or Representative of, any Person having any location
in the Restricted Area, which entity, enterprise or other Person engages in, or engages in the management or operation of any
Person that engages in, any business that competes with the AOD Business (collectively with the restrictions set forth in Section 6.3(c)(i) above,
the “Non-Compete Restrictions”); provided, however, this will not be construed to prohibit the Purchaser, the
Company or their respective Affiliates from (A) purchasing up to an aggregate of one percent (1%) of any class of the outstanding
voting securities of any other Person whose securities are listed on a national securities exchange (but only if such investment
is held on a purely passive basis and does not violate any restrictive covenant hereunder) or (B) providing its services
to its customers in the Ordinary Course of Business; and provided further and notwithstanding anything to the contrary in this
Agreement, to ensure that the Purchaser, the Company and their respective Affiliates are not restricted in any manner from continuing
in their respective Ordinary Course of Business (with regard to the Company-other than the AOD activities), the Stockholders,
the AOD Entity and their respective Affiliates (on behalf of itself and all successors and assigns) covenant and agree, subject
to compliance with the Non-Compete Restrictions hereunder, not to object to, and hereby release, waive and discharge the Purchaser,
the Company and their respective Affiliates and Representatives (and each of their respective successors and assigns) from any
and all Claims of any kind whatsoever (whether sounding in contract, tort or otherwise) which the Stockholders, the AOD Entity
or their respective Affiliates (or their successors and assigns) can, will or may have arising out of or related or with respect
to any action or inaction on the part of the Purchaser, the Company or their respective Affiliates continuing in their respective
Ordinary Course of Business being considered or deemed as a breach of the Non-Compete Restrictions and the Stockholders, the AOD
Entity and their respective Affiliates (or their respective successors and assigns) and accordingly and subject to the above provisions,
hereby agree to irrevocably waive and refrain from asserting, commencing, bringing, or maintaining any such Claim in any court
or before any arbitration, alternative dispute resolution or other tribunal, or otherwise.


 


(iii)          If
the AOD Spin-Off has not been consummated within twelve (12) months after the date hereof, this Section 6.3(c) shall
terminate, and be of no further force or effect.


 






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(iv)          Notwithstanding
anything to the contrary herein, each of the Purchaser, the Company and each Stockholder (for the purposes of this Section 6.3(c),
the “Relevant Persons”), hereby agrees and acknowledges that Magma Venture Capital II L.P., Magma Venture Capital
II (Israel) L.P., Magma Venture Capital II CEO Fund L.P., and their respective affiliates (for the purposes of this Section 6.3(c),
the “Investor”), or any of them, is a professional investment group or person, and as such invests in numerous
portfolio companies, some of which may be deemed competitive with the Company’s business and/or the AOD Business (as currently
conducted or as currently proposed to be conducted). Each Relevant Person, hereby agrees that, to the fullest extent permitted
under applicable law, the Investors shall not be liable to any Relevant Person for any claim a breach of this Section 6.3(c) arising
out of, or based upon, (i) the investment by such Investor in any entity competitive with the Company and/or the AOD Business,
or (ii) actions taken by any shareholder, affiliate, officer or other representative of such Investor to assist any such
competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or
otherwise, and whether or not such action has a detrimental effect on the Company and/or the AOD Business.


 


(d)          Stockholders
Non-Solicitation. During the Restricted Period, none of the Stockholders (severally on his, her, or its behalf and on behalf
of each of his, her, or its Affiliates’ behalf) will, directly or indirectly, either individually or acting in concert with
another Person or Persons:


 


(i)            request,
induce, or attempt to influence any distributor, supplier, customer, vendor, or other business relationship of the Company or
any of its Subsidiaries to curtail, cancel, or refrain from maintaining or increasing the amount or type of business such distributor,
supplier, customer, vendor, or other business relationship of the Company or any of its Subsidiaries is currently transacting
with the Company or any of its Subsidiaries or modify in a manner unfavorable to the Company or any of its Subsidiaries its pricing
or other terms of sale with the Business;


 


(ii)           solicit
for employment or retention or hire, employ, or retain any Person who is or who has been an employee of the Company or any of
its Subsidiaries within one year prior to the Closing Date (“Company Employee”) except that the placing of
general advertisements in newspapers, magazines, or electronic media shall not, in itself, be a violation of this Section 6.3(d)(ii) so
long as such general advertisements or similar notices are not targeted specifically at any employee or contractor of the Company
or any of its Subsidiaries or the Business; or


 


(iii)          influence
or attempt to influence any Person who is an employee or contractor of the Company or any of its Subsidiaries to terminate his
or her employment or engagement with the Company or any of its Subsidiaries or the Business, except that the placing of general
advertisements in newspapers, magazines, or electronic media shall not, in itself, be a violation of this Section 6.3(d)(iii) so
long as such general advertisements or similar notices are not targeted specifically at any employee or contractor of the Company
or any of its Subsidiaries or the Business.


 






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(e)           Purchaser
Non-Solicitation. The Purchaser undertakes that during the period commencing on the date hereof and ending upon the earlier
to occur: (i) expiration of eighteen (18) months following the date of this Agreement; or (ii) the occurrence of the
Closing; neither it, nor any of the Purchaser’s Affiliates, will, directly or indirectly, either individually or acting
in concert with another Person or Persons solicit for employment or retention or hire, employ, or retain any Company Employee,
except that the mere placing of general advertisements in newspapers, magazines, or electronic media shall not, in itself, be
a violation of this Section 6.3(e) so long as such general advertisements or similar notices are not targeted
specifically at any employee or contractor of the Company or any of its Subsidiaries or the Business.


 


(f)            Severability.
Notwithstanding anything to the contrary in this Agreement, if at any time, in any judicial, any of the restrictions stated in
this Section 6.3 are found by a final Order of a court of competent jurisdiction to be unreasonable or otherwise unenforceable
under circumstances then existing, the Parties each agree that the period, scope, or geographical area, as the case may be, will
be reduced to the extent necessary to enable the court to enforce the restrictions to the extent such provisions are allowable
under applicable Law, giving effect to the agreement and intent of the Parties that the restrictions contained herein will be
effective to the fullest extent permissible. In the event that a court of competent jurisdiction has issued a final Order finding
a Party to be in Breach or violation of any of the provisions of this Section 6.3, the Restricted Period, as applicable
to such Party, will be tolled for so long as such Party was found to be in violation of such provision. Each Party agrees that
the restrictions contained in this Agreement are reasonable in all respects and necessary to protect the Purchaser’s interest
in, and the value of, the Business and the Stockholders’ interest in, and the AOD Entity interest in, and the value of,
the AOD Business and the AOD Assets.


 


(g)           Specific
Performance; Injunctive Relief. Each Party acknowledges and agrees that in the event of a Breach by such Party of any of the
provisions of this Section 6.3, the Purchaser, in the case of a Breach by a Stockholder, and the Stockholders in the
case of a Breach by the Purchaser or the Company, would suffer irreparable harm, no adequate remedy at Law would exist for the
Purchaser or the Stockholders, as the case may be, and damages would be difficult to determine. Consequently, in addition to other
rights and remedies existing, the Purchaser, the Stockholders or the AOD Entity, as the case may be, may apply to any court of
law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent
any violations of the provisions of this Section 6.3 in each case without the requirement of posting a bond (or similar
security) or proving actual damages.


 


6.4           Public
Announcements. None of the Stockholders, the Purchaser, nor any Affiliate or Representative of such Persons (as applicable),
will disclose any of the terms of this Agreement to any third party without the other Party’s prior written consent (which
consent will not be unreasonably withheld, conditioned, or delayed), unless required by Law. No press releases, public announcements,
or publicity statements with respect to this Agreement or the transactions contemplated hereby will be released by any Party,
unless required by Law. Notwithstanding the foregoing, nothing in this Agreement will restrict the ability of, after the Closing,
the Purchaser or any of its Affiliates, the Stockholders and/or the AOD Entity, from disclosing this Agreement and the terms of
the transactions contemplated hereby with any prospective acquiror of the Business and/or the Company and its Representatives
and/or by the AOD Entity and/or the stockholders of the AOD Entity with any prospective acquiror of the AOD Business and/or the
AOD Entity and/or prospective investor in the AOD Entity. Notwithstanding the aforesaid, the Parties and the AOD Entity shall
be (i) entitled to disclose the terms of this Agreement and the other Transaction Documents to the Paying Agent, and (ii) entitled
to disclose to and communicate with their current and prospective stockholders, directors, employees, advisors and representatives,
regarding the existence of this Agreement and the other Transaction Documents, the terms thereof (including the identity of the
Purchaser, the Purchase Price and its components), solely for purposes of its periodical reports (so long as such Persons agree
to maintain the confidentiality of such information), the performance of the Parties’ obligations hereunder, in connection
with any dispute or enforcement of rights and entitlements hereunder or otherwise as required by applicable Law or regulations
of any stock exchange.


 






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6.5          Use
of Name. The Stockholders hereby acknowledge and agree that following the Closing the Purchaser and the Company will have
the sole right to the use of the name “Triapodi”, “Appreciate”, and the marks listed in Section 2.19(a) of
the Disclosure Schedule or any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia
related thereto or containing or comprising the foregoing, including any name or mark confusingly similar thereto (collectively,
the “Company Marks”). Each of the Stockholders will not, and will cause its respective Affiliates not to, use
any such names or any variation or simulation thereof or any of the Company Marks.


 


6.6           AOD
Transition Services.


 


(a)            As
of the Closing and for a period of three (3) months thereafter, the Company (and the Company employees, including without
limitation, the Founders) shall provide the AOD Transition Services (as defined below) to the AOD Entity. The AOD Transition Services
will be substantially similar in scope, quality and nature to those provided to the Company prior to the Closing Date. In no event
shall the Company or any such Company employee or Founder provide more than ten (10) hours per week in AOD Transition Services.
Thereafter, for a period of up to twelve (18) months following the date hereof, the Founders and Rivi Bloch shall be entitled
to provide consulting services to the AOD Entity (“Founder Consulting Services”) provided that the Founders
receive no additional compensation or consideration for such Founder Consulting Services and such Founder Consulting Services
do not conflict with the Founder’s obligations under their employment and other agreements with Company or any Affiliate
thereof.


 


(b)           The
AOD Entity shall not be required to pay any fees for the AOD Transition Services or the Founder Consulting Services and/or otherwise
in relation to the AOD and/or the AOD Assets or the AOD Business. Notwithstanding the foregoing, the AOD Entity shall, and the
Stockholders shall cause the AOD Entity to, reimburse the Purchaser and the Company for all reasonable out-of-pocket expenses
incurred in the performance of Transitional Services and Founder Consulting Services. Within twenty (20) days following the end
of each calendar month, the Company shall provide an invoice to the AOD Entity for such expenses for the AOD Transition Services
and Founder Consulting Services during each month, which invoices shall include reasonable supporting documentation. The AOD Entity
shall pay the amount due within thirty (30) days following receipt of such invoice.


 


(c)           Neither
the Purchaser, the Company, the Company employees, the Founders nor any of their respective Affiliates shall be liable for any
Losses associated with, arising from or related to the provision of AOD Transition Services or the Founder Consulting Services
to the AOD Entity except in the case of willful misconduct by the applicable Person.


 






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(d)            THE
PURCHASER AND THE COMPANY (I) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE AOD TRANSITION SERVICES AND THE FOUNDER
CONSULTING SERVICES AND (II) MAKE NO REPRESENTATION OR WARRANTY AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE AOD TRANSITION
SERVICES OR FOUNDER CONSULTING SERVICES FOR ANY PURPOSE OR USE.


 


(e)            “AOD
Transition Services” means the services and such other assistance as described in Exhibit E.


 


6.7          Termination
of Letter of Intent. Effective as of the Closing in accordance with the terms hereof, Section 7 of the Letter of Intent
(entitled Non-Solicitation) shall thereupon automatically terminate and shall be of no further force and effect (without derogation
from the obligations of the Purchaser and its Representatives and Affiliates hereunder).


 


6.8           Employment
Agreements; Retention Agreements and Performance Bonus Agreements. Within fourteen (14) days following the Closing Date, the
Purchaser or an Affiliate thereof shall cause to be prepared and delivered (i) to the Founders, new employment agreements
or amendments to their existing employment agreements, (ii) Retention Agreements to the Founders and the Eligible Employees
identified in Section 1.2(b) of the Disclosure Schedule, and (iii) Performance Bonus Agreements to the Founders
and Eligible Employees. The Company and the Founders will negotiate, finalize, execute and deliver such agreements as soon thereafter
as practicable.


 


Article 7

CLOSING; CLOSING CONDITIONS


 


7.1           Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) will, unless otherwise mutually
agreed to by the Company and the Purchaser, be consummated electronically and will take place at 9:00 a.m., Central Time, on the
third (3rd) Business Day following the satisfaction or waiver of all conditions set forth in Sections 7.2 and 7.3
(other than conditions with respect to actions the respective Parties will take at the Closing itself) (the “Closing
Date”). All transactions contemplated herein to occur on and as of the Closing Date will be deemed to have occurred
simultaneously and to be effective as of 12:01 a.m. Central Time on the Closing Date.


 






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7.2           Conditions
to the Obligations of the Purchaser. The obligations of the Purchaser to complete the purchase of the Company Securities and
the other transactions contemplated hereby will be subject to the satisfaction of the following conditions, any or all of which
may be waived in whole or in part by the Purchaser:


 


(a)           Accuracy
of Representations and Warranties. The representations and warranties of the Company and the Stockholders contained in Article 2
and Article 3 (i) that are qualified as to materiality or Material Adverse Effect will have been true and
correct when made, and shall be true and correct on and as of the Closing Date as if made on and as of such date and (ii) that
are not qualified as to materiality or Material Adverse Effect, will have been true and correct in all material respects when
made, and will be true and correct in all material respects on and as of the Closing Date as if made on and as of such date.


 


(b)          Compliance
with Obligations. The Stockholders and the Company will have performed and complied in all material respects with all agreements,
covenants, and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date.


 


(c)          No
Material Adverse Effect. There will have been no Material Adverse Effect to the Company or the Business since the date of
this Agreement.


 


(d)          Consents
and Approvals. The Company and each of the Stockholders will have obtained, and the Purchaser will have received, all Third
Party Consents, Governmental Consents, and any other authorizations listed on Section 7.2(d) of the Disclosure Schedule.


 


(e)          BofA
Consent. The Purchaser shall have obtained the consent of the Required Lenders, and the acknowledgement of such consent by
Bank of America, N. A., as Administrative Agent, under the Credit Agreement, dated February 3, 2021, by and among certain
Affiliates of Purchaser, as the Borrowers, certain other Affiliates of Purchaser as the Guarantors, Bank Of America, N.A., as
Administrative Agent, Swingline Lender and L/C Issuer and the Lenders party thereto.


 


(f)           No
Proceeding or Litigation. No preliminary or permanent injunction or other Order issued by a court of competent jurisdiction
or by any Authority, or any Law or Order promulgated or enacted by any Authority will be in effect which could reasonably be expected
to (i) make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions
contemplated by the Transaction Documents, or result in damages in connection with the transactions contemplated by the Transaction
Documents, or (ii) result in (A) the prohibition of ownership or the operation by the Purchaser of all or a portion
of the Business or (B) the compelling of the Purchaser to dispose of or to hold separately any portion of the Business or
assets of the Company or their respective Affiliates as a result of the transactions contemplated by the Transaction Documents.


 


(g)          Stockholder
Deliveries. The Stockholders will have delivered, or cause to be delivered, to the Purchaser at the Closing each of the following:


 


(i)            A
certificate, duly executed by the CEO of the Company, dated as of the Closing Date, certifying to the Organizational Documents
of the Company, the resolutions adopted by the Board of Directors of the Company in connection with this Agreement, and the incumbency
of those officers of the Company executing this Agreement and the other Transaction Documents by or on behalf of the Company;


 






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(ii)            A
copy of the Subsidiaries’ Certificate of Incorporation (or applicable Organizational Document), certified by the Secretary
of State of the applicable jurisdiction of formation, and a certificate of good standing from the Secretary of State of the applicable
state of formation (or similar Authority) of each state in which the Company and each of its Subsidiaries is formed or qualified
to do business, in each case, as of a date not more than ten (10) days prior to the Closing Date;


 


(iii)           A
certificate, executed by the Stockholder Representative, dated as of the Closing Date stating that the preconditions specified
in Sections 7.2(a), 7.2(b) and 7.2(c) have been satisfied, in form and substance satisfactory to
the Purchaser;


 


(iv)          All
minute books and stock books, if any, of the Company in its possession, if not already located on the premises of the Company;


 


(v)           A
copy of the Paying Agent Agreement, duly executed by the Stockholder Representative;


 


(vi)          A
copy of the Funds Flow, duly executed by the Stockholder Representative;


 


(vii)         The
Payoff Letters, duly executed by the Company and the relevant Closing Indebtedness Holder, in form and substance reasonably acceptable
to the Purchaser;


 


(viii)        Duly
executed letters of resignation, effective as of the Closing Date, from the individuals set forth on Section 7.2(g)(viii) of
the Disclosure Schedule, in form and substance reasonably satisfactory to the Purchaser;


 


(ix)           a
release duly executed by each of the Stockholders, in the form attached hereto as Exhibit F;


 


(x)            Share
certificates representing the Company Securities and share transfer deeds executed by the Stockholders to evidence the transfer
of the Company Securities to the Purchaser, in form and substance satisfactory to the Purchaser;


 


(xi)           A
Share Register evidencing the current holdings of Securityholders in the Company certified by the Company and the Stockholder
Representative; and


 


(xii)          Such
other and further documents and certificates, including certificates of the Company’s officers and others, as the Purchaser
will reasonably request to evidence compliance with the conditions set forth in this Agreement.


 






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7.3            Conditions
to the Obligations of the Stockholders. The obligations of the Stockholders to complete the transactions contemplated hereby
will be subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the
Stockholder Representative:


 


(a)           Accuracy
of Representations and Warranties. The representations and warranties of the Purchaser contained in Article 5
(i) that are qualified as to materiality or Material Adverse Effect will have been true and correct when made, and will be
true and correct on and as of the Closing Date as if made on and as of such date and (ii) that are not qualified as to materiality
or Material Adverse Effect, will have been true and correct in all material respects when made, and will be true and correct in
all material respects on and as of the Closing Date as if made on and as of such date.


 


(b)           Compliance
with Obligations. The Purchaser will have performed and complied in all material respects with all agreements, covenants,
and conditions required by this Agreement to be performed and complied with by it prior to the Closing Date.


 


(c)           No
Proceeding or Litigation. No preliminary or permanent injunction or other Order issued by a court of competent jurisdiction
or by any Authority, or any Law or Order promulgated or enacted by any Authority will be in effect which would prevent the consummation
of the transactions contemplated hereby.


 


(d)           Purchaser
Deliveries. The Purchaser will have delivered to the Stockholders each of the following:


 


(i)            A
certificate, executed by the Purchaser, dated as of the Closing Date, stating that the preconditions specified in Sections
7.3(a) and 7.3(b) have been satisfied, in form and substance satisfactory to the Stockholders;


 


(ii)           A
certificate, duly executed by the Chief Financial Officer of the Purchaser, dated as of the Closing Date, certifying to the resolutions
adopted by the Board of Directors of the Purchaser (or similar governing body) in connection with this Agreement and the Transaction
Documents, as applicable, and the incumbency of those officers of the Purchaser executing the Transaction Documents, as applicable,
by or on behalf of the Purchaser;


 


(iii)          A
copy of the Paying Agent Agreement, duly executed by the Purchaser; and


 


(iv)          A
copy of the Funds Flow, duly executed by the Purchaser.


 


Article 8

TAX MATTERS


 


8.1            Pre-Closing
Returns. The Purchaser will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns that are required
to be filed by, or with respect to, the Company for any Pre-Closing Tax Period that are not filed as of the Closing Date (each
a “Pre-Closing Return”). The Purchaser will submit each such Pre-Closing Return to the Stockholder Representative
for the Stockholder Representative’s review and comment no later than forty-five (45) days before the due date for such
Pre-Closing Return, in the case of an income Tax Return, and as soon as practicable in the case of all other Pre-Closing Returns.
No later than fifteen (15) days following the Stockholder Representative’s receipt of a Pre-Closing Return, the Stockholder
Representative will notify the Purchaser in writing of any dispute with respect to the manner in which such Pre-Closing Return
is prepared, or the related Tax is calculated. If the Purchaser and the Stockholder Representative are unable to resolve a dispute
with respect to any such Pre-Closing Return within a period of fifteen (15) days following the Purchaser’s receipt of notice
of any disputed items, then any disputed items will be resolved in accordance with Section 1.4 mutatis mutandis.
All Pre-Closing Returns will be prepared, and all elections with respect to such Pre-Closing Returns will be made, in accordance
with applicable Law and, unless inconsistent with applicable Law, in a manner consistent with the past practice of the Company.
Within five (5) days after the later of (a) the Stockholder Representative’s approval of any Pre-Closing Return,
and (b) the resolution of any dispute with respect to such Pre-Closing Returns, the Stockholders will pay, in accordance
with the Stockholder Allocation Percentages, to the Company the amount of Taxes due with respect to such Pre-Closing Return to
the extent there are Pre-Closing Taxes. Nothing hereunder will limit the right of the Company to file any Pre-Closing Return on
a timely basis; provided, however, that a previously filed Pre-Closing Return will be amended to the extent necessary to reflect
resolution of any disputed items contrary to the reporting on such Pre-Closing Return.


 






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8.2            Allocations.
For purposes of this Agreement and the determination of indemnification obligations of the Stockholders, in the case of any Straddle
Period, the portion of Taxes attributable to the Pre-Closing Tax Period of such Straddle Period will be determined as follows:
(i) the amount of any Taxes based on or measured by income, gains, or receipts, payroll or any Taxes other than Property
Taxes, attributable to the Pre-Closing Tax Period portion of such Straddle Period will be determined based on an interim closing
of the books as of the close of business on the Closing Date; and (ii) the amount of any Property Taxes attributable to the
Pre-Closing Tax Period portion of such Straddle Period will be the total amount of such Property Taxes for the entire Straddle
Period multiplied by a fraction, (x) the numerator of which is the number of days in the Straddle Period up to and including
the Closing Date, and (y) the denominator of which is the total number of days in such Straddle Period. For purposes of determining
income Taxes for which the Stockholders shall be responsible in respect of any such short taxable year or deemed short taxable
year, such amounts equal to any item of loss or deduction properly deductible for U.S. federal income tax purposes resulting from
or attributable to the Final Transaction Expenses and Final Indebtedness shall be treated as deductible in a Pre-Closing Tax Period.


 


8.3            Tax
Contests. Purchaser shall inform the Stockholder Representative of the commencement of any audit, examination or proceeding
(“Tax Contest”) relating in whole or in part to Taxes for which Purchaser may be entitled to indemnity from
the Stockholders hereunder. Notwithstanding any provision of Article 9, Purchaser shall be entitled to control, in
good faith, all proceedings taken in connection with such Tax Contest; provided, however, that the Stockholder Representative
shall have the right to participate in the defense of such Tax Contest through counsel reasonably acceptable to Purchaser. Any
such Tax Contest (or any portion thereof) shall not be settled or resolved without the consent of the Stockholder Representative,
which consent shall not be unreasonably withheld, conditioned or delayed. The failure of Purchaser to give reasonably prompt notice
of any Tax Contest shall not release, waive or otherwise affect the Stockholders’ obligations with respect thereto except
to the extent that the Stockholders can demonstrate actual loss and prejudice as a result of such failure.


 






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8.4            Cooperation
and Records Retention. The Stockholder Representative and the Purchaser will (a) each provide the other, and the Purchaser
will cause the Company to provide the Stockholder Representative, with such assistance as may be reasonably requested by any of
them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority or judicial or
administrative proceedings relating to liability for Taxes, (b) each retain and provide the other, and the Purchaser will
cause the Company to retain and provide the Stockholder Representative with, any records or other information that may be relevant
to such Tax Return, audit or examination, proceeding, or determination, and (c) each provide the other with any final determination
of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any Tax Return
of the other or the Company for any period. Each Party will bear its own expenses in complying with the provisions of this Section 8.4.


 


8.5            Termination
of Tax Arrangements. Other than any Ordinary Course Agreement, all Tax sharing, Tax allocation and similar agreements and
arrangements, other than commercial agreements, including, but not limited to leases and loan agreements, to which the Company
is a party and pursuant to which the Company or the Purchaser may have any obligations or responsibilities with respect to Taxes,
will be terminated prior to the Closing, and the Company will have no further obligations or responsibilities thereunder following
the Closing.


 


Article 9

INDEMNIFICATION


 


9.1            Survival.
All covenants in this Agreement will survive the Closing and remain in full force and effect until the date on which such covenant
has been performed in full or waived in writing by the Person with the authority to waive such covenant. For purposes of the Stockholders’
indemnification obligations to the Purchaser Indemnified Parties, all of the representations and warranties regarding the Company
and the Stockholders, on the one hand, and the Purchaser, on the other hand, in each case, contained in, or arising out of, this
Agreement will survive the Closing hereunder for a period of eighteen (18) months after the Closing Date; provided, that (i) the
representations and warranties set forth in Section 2.1(a) and (d) (Organization and Qualification; Subsidiaries),
Section 2.2 (Authorization, Enforceability), Section 2.3 (Capitalization), Section 2.4 (No
Violation), Section 2.23 (Brokerage and Transaction Based Fees), Section 3.1 (Authorization; Enforceability),
Section 3.2 (Title to Securities), Section 3.5 (No Violation), and their corresponding Disclosure Schedule(s) (collectively,
the “Fundamental Representations”) will survive until the five (5) year anniversary of the Closing Date
and (ii) the representations and warranties set forth in Section 2.14 (Tax Matters) (collectively, the “Tax
Representations”) will survive until the sixtieth (60th) day following the expiration of the applicable statute of limitations
(after giving effect to any extensions or waivers thereof).


 


Notwithstanding anything to the contrary
contained herein the representations, warranties and indemnities for which an indemnification Claim will be pending as of the
end of the applicable period referred to herein will survive with respect to such Claim until the final disposition thereof.


 






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9.2           Monetary
and Other Limitations.


 


(a)           Without
prejudice to the other limitations hereunder, the Stockholders will have no obligation to indemnify the Purchaser Indemnified
Parties pursuant to Section 9.3(a) or Section 9.3(b) except to the extent that the aggregate
amount of all such Losses incurred or suffered by the Purchaser Indemnified Parties exceeds $200,000 (the “Stockholder
Deductible”); provided, that (i) the limitations set forth in this Section 9.2(a) will not apply
to (A) any Breaches of the Fundamental Representations or the Tax Representations, (B) any Losses related to or arising
in connection with fraud or (C) any Indemnified Taxes (collectively, items (A) through (C) of this Section 9.2(a) will
be referred to as the “Limitation Carve-Outs”) and (ii) if the aggregate amount of all such Losses incurred
or suffered by the Purchaser Indemnified Parties exceeds the Stockholder Deductible, the Purchaser shall be entitled to recover
such Losses equal to the Stockholder Deductible (and any Losses in excess of the Stockholder Deductible, subject also to the other
limitations hereunder) from the applicable Stockholders in cash.


 


(b)           Subject
to and without prejudice to the other limitations contained herein, the maximum aggregate liability of the Stockholders pursuant
to Sections 9.3(a), or Section 9.3(b), will be equal to $5,000,000; provided that with respect to any Limitation
Carve-Out, the maximum aggregate liability will not exceed the amount of the Purchase Price.


 


(c)           The
Purchaser will have no obligation to indemnify the Stockholders pursuant to Section 9.4, except to the extent that
the aggregate amount of all such Losses incurred or suffered by the Stockholders exceeds the Stockholder Deductible at which time,
the Stockholders shall be entitled to recover such Losses equal to the Stockholder Deductible and any Losses in excess of the
Stockholder Deductible.


 


(d)           No
Party will be entitled to receive indemnification for any matter in which there has been a corresponding adjustment to the Purchase
Price pursuant to Section 1.4.


 


(e)           Notwithstanding
anything to the contrary of this Agreement, for purposes of determining whether any Breach or representation or warranty occurred
and for purposes of calculating the amount of Losses resulting from any Breach of a representation or warranty, all qualifications
or exceptions in any representation or warranty relating to or referring to the terms “material,” “materiality,”
 “in all material respects,” “Material Adverse Effect,” or any similar term or phrase will be disregarded
and the representations and warranties of the Parties contained in this Agreement will be read as if such terms and phrases were
not included in them.


 


(f)            Notwithstanding
anything to the contrary in this Agreement, (i) the right of any Indemnitee to indemnification pursuant to this Agreement
will not be limited by reason of any facts or circumstances known to them or their Representatives at any time or resulting from
any Breach of any covenant, agreement, representation, or warranty of which any Indemnitee or its Representatives has knowledge
at any time, or the decision of any Indemnitee to consummate the Closing, and (ii) the Purchaser will have the right, irrespective
of any knowledge or investigation of the Purchaser (or of its Affiliates or Representatives), to rely fully on the representations,
warranties, and covenants of the Stockholders and the Company contained herein.


 


(g)           The
amount of any Losses for which indemnification is provided for under this Agreement shall be reduced by (i) any amounts actually
received by the Indemnitee as a result of any indemnification, contribution or other payment by any third party, net of any costs
of collection and (ii) any insurance proceeds or other amounts actually received by the Indemnitee from third parties with
respect to such Losses, net of the present value of any increases in premiums directly attributable to the applicable Losses,
any costs of collection, Taxes, deductibles or other costs or expenses resulting from making any claims thereunder.


 






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9.3           Indemnification
by the Stockholders. Subject to the terms of this Article 9 including the limitation of liability clauses, from
and after the Closing, each Stockholder will (and the Company will prior to the Closing), severally and not jointly indemnify,
defend, and hold harmless the Purchaser, its Affiliates, and their respective Representatives, successors and assigns (collectively,
the “Purchaser Indemnified Parties”) from, against, and in respect of, any and all Losses resulting from, or
in respect of, any of the following:


 


(a)           any
Breach of any representation or warranty set forth in Article 2 or any representation or warranty of the Company in
any other Transaction Documents;


 


(b)           any
Breach of any representation or warranty set forth in Article 3 on the part of such Stockholder; or any representation
or warranty of any Stockholder in any other Transaction Documents; provided, that with respect to the Stockholders the corresponding
indemnification obligation is solely that of the Breaching Stockholder;


 


(c)           any
non-fulfillment or Breach of any covenant or obligation on the part of the Company or any Stockholder under this Agreement or
any other Transaction Document;


 


(d)           any
failure by the Company to pay off all outstanding Indebtedness and Transaction Expenses at Closing;


 


(e)           the
AOD Entity, the AOD Assets, the AOD Spin-Off and any Taxes related thereto or arising therefrom;


 


(f)            any
holder or former holder of debt or equity securities of any Seller, the Company, its Subsidiaries or their respective Affiliates
in respect of such Person’s status as such relating to events, facts, conditions or circumstances existing or arising prior
to the Closing or in connection with this Agreement (including relating to the allocation of the Purchase Price between or among
the Securityholders ); and


 


(g)           disregarding
any disclosure in the Disclosure Schedule, any Indemnified Taxes.


 


9.4            Indemnification
by the Purchaser. Subject to the terms of this Article 9, from and after the Closing, the Purchaser will indemnify,
defend, and hold harmless the Stockholders and/or the AOD Entity, as applicable, from, against, and in respect of, any and all
Losses resulting from, or in respect of, any of the following:


 


(a)           any
Breach of any representation or warranty set forth in Article 4; and


 


(b)           any
non-fulfillment or Breach of any covenant or obligation on the part of the Purchaser under this Agreement.


 






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9.5           Allocation
of Losses. Subject to the other limitations set forth in this Agreement, including in Section 9.2(b) above,
and notwithstanding anything else to the contrary set forth in this Agreement: (i) any claim for Losses based on a breach
by a Stockholder of its representations in Article 3 or any breach of any covenant or obligation of such Stockholder
in this Agreement shall be payable only from the relevant Stockholder and no Stockholder shall be liable for the breach or misrepresentation
of any other Stockholder pursuant to the terms of this Agreement, and (ii) any indemnification by the Stockholders, other
than pursuant to (i) above, shall be allocated among the Stockholders in accordance with each such Stockholder Allocation
Percentage of the entirety of any Loss indemnifiable herein and shall not exceed the amount allocated and paid to the applicable
Stockholder pursuant to the Stockholder Allocation Percentage, provided that amounts paid by Purchaser to the Paying Agent for
distribution to the applicable Stockholder shall be deemed paid to such Stockholder for the purposes hereof.


 


9.6           Notice
of Claims; Third Party Claims; Direct Claims.


 


(a)            Notice
of Claim. Should any party seeking indemnification hereunder (the “Indemnitee”) for any Claim, liability,
or obligation from any other Party to this Agreement (the “Indemnitor”) obtain actual knowledge of any event
which could reasonably be expected to give rise to the other Party’s liability under this Article 9, it will
give written notice thereof to the Indemnitor as promptly as practicable after the Indemnitee obtains knowledge of such event
(provided that the failure to timely provide such notice will not impair the rights of the Indemnitee to seek indemnification
from the Indemnitor except to the extent that the Indemnitor is actually materially prejudiced by such failure to give notice).
Such notice (hereinafter the “Notice of Claim”) will specify (i) whether the Claim is based upon a Claim
made by a third party (a “Third Party Claim”) or is not based upon a Claim made by a third party (a “Direct
Claim”), and (ii) in reasonable detail (on the basis of the information then available), the grounds and, to the
extent known or determinable, the amount of the Loss.


 






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(b)          Third
Party Claims.


 


(i)            Except
as otherwise provided in this Agreement, the following procedures will be applicable with respect to indemnification for Third
Party Claims. Promptly after receipt by the Indemnitee of a notice of the commencement of any action or the assertion of any Claim,
liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability, or obligation
the Indemnitor is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon
is to be, or may be, made against the Indemnitor, provide the Notice of Claim and give the Indemnitor a copy, to the extent then
available, of such Claim, process, and all legal pleadings; provided, however, the failure to give such notice will not constitute
a waiver or release of the Indemnitor, but the obligation of the Indemnitor will be reduced to the extent of any actual monetary
prejudice resulting from the Indemnitee’s intentional delay or failure to give any such notice as determined by a court
of competent jurisdiction. The Indemnitor will have the right to (A) participate in the defense of such action with counsel
of reputable standing that is reasonably acceptable to the Indemnitee and/or (B) assume the control of the defense of such
action, at its election, unless (1) such action is reasonably likely to result in injunctions or other equitable remedies
in respect of the Indemnitee or its business, (2) the named parties to any such action (including any impleaded parties)
include both the Indemnitee and the Indemnitor, and the Indemnitee has been advised by legal counsel that there may be one or
more legal defenses available to it which are different from or additional to those available to the Indemnitor, (3) such
action may result in criminal proceedings, injunctions, or other equitable remedies, (4) such action relates to Taxes or
is reasonably likely to have a material and adverse effect on the business or financial condition of the Indemnitee after the
Closing Date (including any material and adverse effect on the Tax liabilities, earnings, or ongoing business relationships of
the Indemnitee), or (5) upon petition by the Indemnitee, if an appropriate court rules that the Indemnitor failed or
is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee will assume the defense. If the Indemnitor
assumes the defense of such action, the assertion of such right will constitute an acknowledgement by the Indemnitor that the
action represents a Claim for which the Indemnitor is responsible under this Article 9 and is subject to the terms,
conditions, and limitations set forth in this Article 9. The Indemnitor and the Indemnitee will cooperate in the defense
of such Claims. In the event that the Indemnitor assumes or participates in the defense of such Third Party Claim as provided
herein, the Indemnitee will make available to the Indemnitor all relevant records and take such other action and sign such documents
as are reasonably necessary to defend such Third Party Claim. If the Indemnitee will be required by judgment or a settlement agreement
to pay any amount in respect of any obligation or liability for Losses against which the Indemnitor has agreed to indemnify the
Indemnitee under this Agreement, the Indemnitor will, at the option of the Indemnitee, promptly make such payment of Losses or
promptly reimburse the Indemnitee for such Losses. In the event that the Indemnitor does not accept the defense of any matter
for which it is entitled to assume such defense as provided above, the Indemnitee will have the full right to defend against any
such Claim.


 


(ii)           Prior
to paying or settling any Claim against which an Indemnitor is obligated under this Agreement to indemnify an Indemnitee, the
Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree holding the Indemnitee liable on such
Claim or failing such judgment or decree, or must first supply the Indemnitor with a copy of a valid and binding settlement agreement.
Notwithstanding anything to the contrary set forth herein, an Indemnitor or Indemnitee shall not settle any Claim against it without
the prior written approval of the other, which approval will not be unreasonably withheld, conditioned, or delayed.


 


(iii)          An
Indemnitee will have the right to employ its own counsel in any case, but the fees and expenses of such counsel will be at the
expense of the Indemnitee unless (A) the employment of such counsel will have been authorized in writing by the Indemnitor
in connection with the defense of such Claim, (B) the Indemnitor did not exercise its rights to assume the defense with respect
to such Claim, employ counsel in the defense of such Claim, or was not entitled to assume the defense pursuant to the terms of
Section 9.6(b)(i), or (C) the named parties to any such action (including any impleaded parties) include both
the Indemnitee and the Indemnitor, and the Indemnitee will have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the Indemnitor, in any of which events reasonable
fees and expenses of not more than one additional counsel for the indemnified parties will be borne by the Indemnitor.


 






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(c)            Direct
Claims. Except as otherwise provided in this Agreement, the following procedures will be applicable with respect to Direct
Claims. With regard to Direct Claims, the Indemnitor, following receipt of the Notice of Claim, will have sixty (60) days from
such receipt in order to carry out any investigations in relation to the Notice of Claim. In order to facilitate such investigations,
the Indemnitee will make available to the Indemnitor the information upon which the Indemnitee is basing its Notice of Claim,
together with all other information which the Indemnitor may reasonably request that the Indemnitee possesses or is able to obtain
by using its commercially reasonable efforts. Should the Parties, within the aforesaid sixty (60) day period (subject to any possible
extensions agreed between them), agree, in whole or in part, upon the Indemnitor’s liability for the Claim, the Indemnitor
will pay to the Indemnitee the entire agreed upon amount pursuant to the Claim. In addition, all reasonable costs and expenses
incurred by both the Indemnitee and Indemnitor associated with Direct Claims will be paid by the non-prevailing Party, unless
otherwise agreed to by the Parties.


 


9.7           Security
for the Indemnification Obligation.


 


(a)           Subject
to the limitations contained in this Article 9, any claims for indemnification by a Purchaser Indemnified Party against
the Stockholders (or any of them, and including the Company in the event of a pre-Closing indemnification claim) pursuant to Section 9.3
will be satisfied by the applicable Stockholders in cash; provided that the Purchaser Indemnified Parties will be entitled
to recover Losses equal to the amount of the Stockholder Deductible as provided under Section 9.2(a).


 


(b)           Neither
the exercise nor the failure to exercise a remedy will constitute an election of remedies or limit any Purchaser Indemnified Party
and/or any of the Stockholders and/or the AOD Entity in any manner in the enforcement of any other remedies that may be available
to them. All payments for indemnifiable Losses made pursuant to this Article 9 will be treated as adjustments to the
Purchase Price.


 


(c)           Each
Indemnitor will pay any required indemnification amount claimed by the Indemnitee in immediately available funds within thirty
(30) days after the Indemnitee provides the Indemnitor with written notice of a Claim hereunder in accordance with this Agreement
unless the Indemnitor in good faith disputes such Claim. If the Indemnitor disputes such Claim in good faith, then promptly after
the resolution of such dispute, the amount finally determined to be due will be paid by the Indemnitor to the Indemnitee in immediately
available funds within five (5) days of such dispute resolution. In the event the Indemnitor fails to pay the Indemnitee
the amount of such indemnification Claim within such five (5) day period the Indemnitor will pay the Indemnitee interest
on the amount of such indemnification Claim at a rate of five percent (5%) per annum until the indemnification Claim is paid in
full.


 


(d)           If
any Indemnitor fails to comply with its obligations to make cash payments to an Indemnitee in an aggregate amount sufficient to
reimburse the Indemnitee for all Losses resulting from an indemnified Claim, the Indemnitee may pursue any and all rights and
remedies against the Indemnitor available at Law or in equity, subject to the limitations set forth in Section 9.2.


 


9.8           Exclusive
Remedy. The Parties acknowledge and agree that the indemnification provisions in this Article 9 will be the sole
and exclusive remedy of any Party with respect to the transactions contemplated by this Agreement except, in each case, for (a) matters
covered by any other Transaction Document, (b) claims based on fraud, (c) claims relating to Sections 1.4 and
6.3, and (d) the remedies of specific performance and injunctive or other equitable relief to the extent expressly
permitted elsewhere in this Agreement (including pursuant to Section 6.3). Nothing in this Article 9 or
otherwise will prevent or prohibit a Party from seeking and/or obtaining specific performance in accordance with Section 6.3
or being bound by this Article 9.


 






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Article 10

TERMINATION


 


10.1            Methods
of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time prior
to the Closing:


 


(a)            by
mutual consent in writing of the Purchaser and the Stockholder Representative;


 


(b)            by
written notice from the Purchaser or the Stockholder Representative if the transactions contemplated by this Agreement are not
consummated on or before End Date; provided, that the right to terminate this Agreement under this Section 10.1(b) will
not be available to any Party (including the Purchaser, the Company and the Stockholders) whose material Breach of a representation,
warranty, covenant, or agreement under this Agreement has been the cause of, or resulted in the failure of, the Closing to occur
on or before such date;


 


(c)            by
written notice from the Purchaser to the Stockholder Representative if (provided, that the Purchaser is not then in material Breach
of any representation, warranty, covenant, or other agreement contained herein) (i) the Company or the Stockholders fail
to perform in any material respect any covenants or agreements contained in this Agreement required to be performed by the Company
or the Stockholders prior to the Closing or (ii) the Company or any Stockholder is otherwise in material Breach under this
Agreement, and in the case of either of clause (i) or clause (ii) such that the condition set forth in Section 7.2(a) or
7.2(b) would not be satisfied; provided, however, if such Breach is curable the Purchaser may not terminate this Agreement
until the date that is ten (10) Business Days from the date written notice was provided to the Stockholder Representative;
or


 


(d)            by
written notice from the Stockholder Representative to the Purchaser if (provided, that none of the Company or any of the Stockholders
are then in material Breach of any representation, warranty, covenant, or other agreement contained herein) (i) the Purchaser
fails to perform in any material respect any covenants or agreements contained in this Agreement required to be performed by the
Purchaser prior to the Closing or (ii) the Purchaser is otherwise in material Breach under this Agreement, and in the case
of either of clause (i) or clause (ii) such that the condition set forth in Section 7.3(a) or 7.3(b) would
not be satisfied; provided, however, if such default or Breach is curable the Stockholder Representative may not terminate this
Agreement until the date that is ten (10) Business Days from the date written notice was provided to the Purchaser.


 






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10.2       Procedure
Upon Termination. In the event of termination and abandonment pursuant to Section 10.1, this Agreement will terminate
and will be abandoned without further action by any of the Parties and will immediately become null and void and there will be
no liability on the part of any Party or its Representatives, except for obligations under Section 5.5 (Confidentiality),
Section 6.2(e) (Purchaser Non-Solicitation) Article 11 (Miscellaneous Provisions), and this Section 10.2,
all of which will survive the termination of this Agreement in accordance with their terms. If this Agreement is terminated as
provided herein:


 


(a)          each
Party will either destroy or redeliver all documents and other material of any other Party relating to the transactions contemplated
hereby, whether obtained before or after the execution hereof, to the Party furnishing the same;


 


(b)          all
information received by any Party with respect to the business of any other Party (other than information which is a matter of
public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as
public information with any Authority) will not at any time be used for the advantage of, or disclosed to third parties by, such
Party to the detriment of the Party furnishing such information and will remain subject to the terms and obligations set forth
in the Confidentiality Agreement; and


 


(c)          any
Breaching or defaulting Party will remain liable for any Breach or default that occurred prior to such termination and no non-Breaching
or non-defaulting Party will have any liability or further obligation to any other Party to this Agreement and such non-Breaching
or non-defaulting Party may at its option enforce its rights against such Breaching or defaulting Party and seek any remedies against
such Party, as provided hereunder and by applicable Law.


 


Article 11

MISCELLANEOUS PROVISIONS


 


11.1       Amendment
and Modification. Subject to applicable Law, this Agreement may be amended, modified, and supplemented only by a written agreement
between the Stockholder Representative and the Purchaser.


 


11.2       Waiver
of Compliance; Consents. Any failure of any Party to comply with any obligation, covenant, agreement, or condition herein may
be waived in writing by the other Parties, but such waiver or failure to insist upon strict compliance with such obligation, covenant,
agreement, or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever
this Agreement requires or permits consent by or on behalf of any Party, such consent will be given in writing to be effective.


 


11.3       Notices.
All notices, requests, demands, and other communications required or permitted hereunder will be in writing and will be deemed
to have been duly given (a) one (1) Business Day after being delivered by hand, (b) three (3) Business Days
after being mailed first class or certified with postage paid, (c) one (1) Business Day after being couriered by overnight
receipted courier service, or (d) one (1) Business Day after being sent by email:


 


(i)            If
to the Company (prior to the Closing), and/or the Stockholders, to:


 


Eyal Khayat


Lipa Meir & Co. Advocates


Amot Investments Tower


2 Weitzman Street


Tel-Aviv 6423902


Israel


Email:
eyal@lipameir.co.il


 






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Magma Venture Capital II LP


Magma Venture Capital II (Israel) L.P.


Magma Venutre Capital II CEO Fund L.P.


22 Rothschild Blvd, 25 floor


Tel-Aviv


Israel


Email:                           


 


Roy Caner


Erdinast, Ben Nathan, Toledano & Co.


4 Berkovitz St.


Museum tower


Tel-Aviv


Israel


Email:                          


 


with a copy to (which will not
constitute notice):


 


Marc Apfelbaum


Retsif Herbert Samuel 36/28


68018 Tel Aviv


Email:                          


 


Madem Enterprises Ltd.


East 53 street


Humboldt Tower


Urb Marbella, Panama


Republic of Panama


Email:                          


 


Pregond Finance Corporation
Ltd.


12, Moscovich Str.


Rehovot


Israel


Email:                          


 


Leon Waisbein


6, Bustenai Str


Ramat Hasharon


Israel


Email:                          


 






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Palmsberry Ltd.


7, Jabotinsky Str


Ramat Gan


Israel


Email:                          


 


or to such other Person or address
as the Seller will furnish by notice to the Purchaser in writing.


 


(ii)          If
to the Company (following the Closing) and/or the Purchaser, to:


 


Digital Turbine, Inc.


110 San Antonio
Street, Suite 160


Austin, Texas 78701


Attention:
   Barrett Garrison

Email:     barrett.garrison@digitalturbine.com


 


with a copy
to (which will not constitute notice):


 


Jackson Walker L.L.P.

100 Congress Avenue, Suite 1100

Austin, Texas 78701

Attention: Michael F. Meskill

Email: mmeskill@jw.com


 


and


 


Herzog Fox and Neeman

Asia House, 4 Weizmann St.

Tel Aviv 6423904, Israel

Attention: Hanan O. Haviv

Email: havivh@herzoglaw.co.il


 


or to such other Person or address
as the Purchaser will furnish by notice to the Seller in writing.


 


11.4       Assignment.
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective
heirs, successors, and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder
will be assigned by any of the Parties without the prior written consent of the other Parties, except that the Purchaser may, without
the prior approval of any other Party, (a) assign its rights, interests, and obligations hereunder to any Affiliate or in
connection with a Company Sale (provided all obligations of the Purchaser hereunder are also assumed by the purchaser pursuant
to such Company Sale and provided further the Purchaser shall also remain bound by all of its obligations hereunder if assigned
to an Affiliate thereof), and (b) grant Liens in respect of its rights and interests hereunder to its lenders (and any agent
for the lenders), and the Parties consent to any exercise by such lenders (and such agent) of their rights and remedies with respect
to such collateral, subject to the rights of the Stockholders and of the AOD Entity hereunder.


 






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11.5       Governing
Law; Jurisdiction The Agreement will be governed by and construed exclusively in accordance with the laws of the State of Israel
as to all matters, including matters of validity, construction, effect, and performance. The Parties hereto agree to submit to
the exclusive jurisdiction of the courts of Tel-Aviv-Jaffa, Israel with respect to all matters concerning thereof and/or arising
therefrom, including, without limitation, any breach or alleged breach or interpretation of this Agreement or the enforcement of
any and all rights, duties, liabilities, obligations, powers, and other relations between the Parties arising under this Agreement.


 


11.6       Counterparts.
This Agreement may be executed in multiple counterparts (including by means of facsimile or electronically transmitted portable
document format (PDF) signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts
taken together will constitute one and the same instrument and will have the same force and effect as an original fully executed
version of this Agreement.


 


11.7       Headings.
The article and section headings contained in this Agreement are for reference purposes only and will not affect in any way
the meaning or interpretation of this Agreement.


 


11.8       Entire
Agreement. This Agreement and the other Transaction Documents, embody the entire agreement and understanding of the Parties
in respect of the transactions contemplated by this Agreement and the other Transaction Documents and supersede all prior Contracts,
representations, warranties, promises, covenants, arrangements, communications, and understandings, oral or written, express or
implied, among the Parties with respect to such transactions, including the Letter of Intent. There are no Contracts, arrangements,
or understandings between the Parties with respect to the transactions contemplated hereby, other than those expressly set forth
or referred to herein.


 


11.9       Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Party, upon any Breach or default
of any other Party under this Agreement, will impair any such right, power, or remedy of such Party nor will it be construed to
be a waiver of any such Breach or default, or an acquiescence therein, or of or in any similar Breach or default thereafter occurring;
nor will any waiver of any single Breach or default be deemed a waiver of any other Breach or default theretofore or thereafter
occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any Party of any Breach or default
under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be made in
writing and will be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement
or by Law or otherwise afforded to any Party, will be, subject to the terms of this Agreement, cumulative and not alternative.


 






    69


     


    

 


11.10     Severability.
Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance will be held
to be prohibited by, illegal, or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision
will be ineffective only to the extent of such prohibition or illegality or unenforceability, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.


 


11.11     Expenses.
Except as otherwise provided in this Agreement, the Purchaser, on the one hand, and the Stockholders, on the other hand, will bear
their own expenses and the Stockholders will bear the expenses of the Company, including brokerage or investment banking, accounting,
and legal fees and expenses, with respect to this Agreement, the other Transaction Documents, and the transactions contemplated
hereby and thereby.


 


11.12     No
Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns
and nothing herein express or implied will be construed to give any Person, other than the Parties of such permitted successors
and assigns, any legal or equitable rights hereunder, except as provided in Article 9. Notwithstanding the aforesaid,
this Agreement shall be deemed as a contract also in favor of and obligating the AOD Entity which shall be entitled, as of upon
its incorporation, to all rights and subject to all obligations set forth in Section 6.2, Section 6.3(c),
Section 6.6 and Section 9.3(e), as if the AOD Entity was a party to this Agreement.


 


11.13     Disclosure
Schedule; Exhibits. Any information set forth in one section of the Disclosure Schedule will be deemed to apply also to
other sections of the Disclosure Schedule to the extent such disclosure is made in a way so as to make its relevance to such other
section reasonably apparent from the face of such disclosure (notwithstanding the omission of a reference or cross-reference thereto).
The inclusion of any information in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment, in and of
itself, which such information is required by the terms hereof to be disclosed, is material to the Company. All schedules (including
the Disclosure Schedule) and exhibits or annexes attached hereto or referred to herein are hereby incorporated in and made a part
of this Agreement as if set forth in full herein.


 


11.14     No
Strict Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties,
and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions
of this Agreement.


 


11.15     Construction.
References in this Agreement to any gender include references to all genders, and references to the singular include references
to the plural and vice versa. The words “include,” “includes,” and “including” when used in
this Agreement will be deemed to be followed by the phrase “without limitation” or “but not limited to”.
Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits, Annexes, Schedules, appendices,
and attachments will be deemed references to Articles and Sections of, and Exhibits, Annexes, Schedules, appendices, and attachments
to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby,” and “herein”
and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article,
Section or provision of this Agreement. The term “$” will refer to the currency of the United States of America.


 






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11.16     Recitals.
The Recitals to this Agreement are incorporated as material provisions of this Agreement as if restated in full in this Agreement.


 


11.17     Time
of the Essence. Time is of the essence with respect to all time periods and dates set forth in or referenced in this Agreement
and the other Transaction Documents.


 


* * *


 






    71


     


    


 


IN WITNESS WHEREOF,
the Parties have made and entered into this Agreement as of the date first hereinabove set forth.


 


	 	PURCHASER:
	 	 	 
	 	DIGITAL TURBINE (EMEA) LTD.
	 	 	                  
	 	By:	/s/ William Stone
	 	Name:	William Stone
	 	Title:	Chief Executive Officer



 


[Signature
Page to Purchase Agreement]


 






    


     


    

 





	 	COMPANY:
	 	 	 
	 	TRIAPODI LTD.        
	 	 	                  
	 	By:	/s/ Amir Maor & Yaron Segalov
	 	Name:	Amir Maor & Yaron Segalov
	 	Title:	CEO & CTO


 


[Signature Page to
Purchase Agreement]


 






    


     


    

 





	 	STOCKHOLDER REPRESENTATIVE:
	 	 	 
		 LIPA MEIR TRUSTS LTD.        
	 	 	                  
	 	By:	/s/ Alon Pomeranc
	 	Name:	Alon Pomeranc
	 	Title:	


 


[Signature Page to
Purchase Agreement]


 






    


     


    

 


	 	STOCKHOLDERS:
	 	 
	 	/s/ Amir Maor
	 	Amir Maor
	 	 
	 	/s/ Yaron Segalov
	 	Yaron Segalov
	 	 	 
	 	MAGMA VENTURE CAPITAL II L.P.
	 	 	 
	 	By:	/s/ Yahal Zilka
	 	Name:	Yahal Zilka
	 	Title:	 
	 	 	 
	 	MAGMA VENTURE CAPITAL II (ISRAEL) L.P.
	 	 	 
	 	By:	/s/ Yahal Zilka
	 	Name:	Yahal Zilka
	 	Title:	 
	 	 	 
	 	MAGMA VENTURE CAPITAL II CEO FUND L.P.
	 	 	 
	 	By:	/s/ Yahal Zilka
	 	Name:	Yahal Zilka
	 	Title:	                        
	 	 	 
	 	/s/ Leon Waisbein
	 	Leon Waisbein



 


[Signature Page to Purchase
Agreement]


 






    


     


    

 


	 	PALMSBERY LTD.
	 	 	                      
	 	By:	/s/ Leonid Waisbein
	 	Name:	LEONID WAISBEIN
	 	Title:	CEO
	 	 	 
	 	Pregond
    Finance Corporation Ltd.
	 	 	 
	 	By:	/s/ Bernard & Emilia waisbein 
	 	Name:	BERNARD & EMILIA WAISBEIN 
	 	Title:	OWNERS
	 	 	 
	 	MADEM ENTERPRISES LTD.
	 	 	 
	 	By:	/s/ Marc Apfelbaum
	 	Name:	Marc Apfelbaum
	 	Title:	AUTHORIZED SIGNATURE
	 	 	 
	 	/s/ Dr. Marc Apfelbaum
	 	Dr. Marc Apfelbaum
	 	 	 
	 	/s/ Zohar Gilon
	 	Zohar Gilon
	 	 	 
	 	 
	 	

                                                           

                                                           

	 	IBI CAPITAL COMPENSATION AND TRUST (2004) LTD. ON BEHALF OF MATAN TESSLER
	 	 
	 	By:	IBI Capital Compensation

                                                                    and Trusts (2004) Ltd

                                                                    Reg. No. 513540070

	 	Name:	 
	 	Title:	 



 


[Signature Page to
Purchase Agreement]


 






    


     


    




 


EXHIBIT A


 


Definitions


 


The following terms will have the following
meanings for the purposes of this Agreement:


 


“102
Trustee” means IBI Equity Benefits and Trusts (2004) Ltd. as appointed by the Company to serve as trustee of the
Option Plans pursuant to Section 102.


 


“Action”
means any Claim by or before any Authority.


 


“Actual Indebtedness”
will have the meaning set forth in Section 1.4(b)(v).


 


“Actual Transaction
Expenses” will have the meaning set forth in Section 1.4(b)(v).


 


“Actual Working
Capital” will have the meaning set forth in Section 1.4(b)(v).


 


“Adjustment
Amount” will have the meaning set forth in Section 1.4(b)(vi).


 


“Adjustment
Request” will have the meaning set forth in Section 1.4(b)(ii).


 


“Affiliate”
means, with regard to any Person, (a) any Person, directly or indirectly, controlled by, under common control of, or controlling
such Person. For purposes of this definition, “control”, when used with respect to any specified Person, means
the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through
ownership of voting securities or by contract, and the terms “controlling” and “controlled by” have correlative
meanings to the foregoing; or (b) as to any natural Person, any Immediate Family Member.


 


“Agreement”
will have the meaning set forth in the Preamble.


 


“Annual Financial
Statements” will have the meaning set forth in Section 2.6(a).


 


“AOD
Assets” means (a) all Intellectual Property Rights pertaining to the AOD Business, whereas in each case of
registered Intellectual Property Rights as specifically set forth in Section 6.2 of the Disclosure Schedule attached
hereto and the AOD Confidential Information, and (b) all other assets and activities pertaining to the AOD Business specifically
as set forth in Section 6.2 of the Disclosure Schedule attached hereto.


 


“AOD Assignment
Agreement” will have the meaning set forth in Section 6.2.


 


“AOD Business”
means the business described Exhibit G attached hereto.


 


“AOD Confidential
Information” will have the meaning set forth in Section 6.3(b).


 


“AOD Entity”
will have the meaning set forth in Section 6.2.


 


“AOD Exercise
Notice” will have the meaning set forth in Section 6.2.


 






    A-1


     


    

 


“AOD Exercise
Price” will have the meaning set forth in Section 6.2.


 


“AOD Patent”
Application No.: US 13/644,878. Filing Date: October 04, 2012. GA Ref.: 250-2 US


 


“AOD Spin-Off”
will have the meaning set forth in Section 6.2.


 


“AOD Transition
Services” will have the meaning set forth in Section 6.6(e).


 


“Applicable
Amounts” will have the meaning set forth in Section 1.4(b)(vii).


 


“Authority”
means (a) any government, (b) any governmental, regulatory, or administrative body, agency, tribunal, commission, board,
arbitrator, or authority, (c) any court or judicial authority, or (d) any public, private, or industry regulatory or
accrediting authority, in each case, whether international, foreign, national, federal, provincial, state, local, or municipal.


 


“Balance Sheets”
will have the meaning set forth in Section 2.6(a).


 


“Benefit Plan”
will have the meaning set forth in Section 2.17(a).


 


“Bonus Reduction
Amount” will have the meaning set forth in Section 1.3(a).


 


“Breach”,
 “Breached”, or “Breaching” means (a) the violation of any covenant, agreement, Law,
right, obligation, engagement, or duty, whether by commission or omission, (b) the failure to perform, refusal to perform,
or prevention or hindrance of performance of, any covenant, agreement or obligation (c) the performance of any act which by
covenant, agreement or duty must not be performed, (d) any breach, inaccuracy, or misstatement in any representation or warranty,
or (e) any event which, with the passage of time or provision of notice, would constitute any of the above.


 


“Business”
will have the meaning set forth in the Recitals.


 


“Business
Day” means a day that is not a Saturday, Sunday or legal holiday on which banks are authorized or required to be closed
in Austin, Texas or Tel-Aviv.


 


“Business
Intellectual Property” will have the meaning set forth in Section 2.19(a).


 


“Business
Permits” will have the meaning set forth in Section 2.15.


 


“Cash”
means the aggregate amount of the cash and cash equivalents of the Company and its Subsidiaries on the Closing Date determined
in accordance with GAAP, which will be reduced by any and all uncleared checks, wire transfer, and drafts written by the Company
but not yet cleared.


 


“Cause”
means (i) the Founder’s repeated absence from work (not due to Disability) or repeated failure to perform the material
duties required under the Founder’s employment agreement (provided that, to remove any doubt, (a) not meeting business
objectives, targets or milestones and (b) dissatisfaction of the Founder’s performance shall not be deemed to be a failure
to perform material duties); (ii) the Founder’s conviction of, or plea of “guilty” or “no contest”
to, a felony or any crime involving moral turpitude; or (iii) the Founder’s willful misconduct or intentional conduct
causing material harm to the Company or an Affiliate thereof.


 






    A-2


     


    

 


“CERCLA”
means Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the Laws thereunder.


 


“Change”
means any event, occurrence, development, condition, effect, state of facts, or change.


 


“Change of
Control” means: (i) a merger or consolidation or any other transaction made by the Company or Purchaser, as a result
of which the stockholders of the applicable entity prior to such event do not own, directly or indirectly, a majority of the shares
of the surviving entity (which surviving entity may be the Company or the Purchaser, as the case may be), or otherwise control
less than majority of the voting power of the surviving entity or acquiring corporation following such acquisition; or (ii) the
sale, lease, disposition, grant or transfer of all or substantially all of the assets of the Company or the Purchaser on a consolidated
basis with its subsidiaries, or the sale, assignment or disposal of all or substantially all of the shares, of the Company or the
Purchaser; in the case of (i) and (ii) other than a sale, assignment or disposal to a wholly owned Subsidiary of Digital
Turbine, Inc., a Delaware corporation, the Company or the Purchaser or any of their respective Affiliates, a reorganization
for the purpose of change of domicile that does not affect the direct or indirect percentage ownership interest of the applicable
stockholders or any merger or consolidation or any other transaction made by the Company or Purchaser with any Affiliates of the
Company or Purchaser.


 


“Claim”
means any action, claim, lawsuit, demand, suit, inquiry, hearing, investigation, examination, audit, assessment, notice of proposed
assessment, notice of deficiency, notice of a violation or noncompliance, litigation, proceeding, arbitration, appeals, or other
dispute, whether civil, criminal, administrative, or otherwise.


 


“Closing”
will have the meaning set forth in Section 7.1.


 


“Closing Date”
will have the meaning set forth in Section 7.1.


 


“Closing Indebtedness
Holder” means the holders of the Indebtedness Payoff Amounts on Section 2.6(b) of the Disclosure Schedule.


 


“Closing Payment
Amount” will have the meaning set forth in Section 1.3(a).


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
will have the meaning set forth in the Preamble.


 


“Company Accounts
Receivable” will have the meaning set forth in Section 2.7.


 


“Company Confidential
Information” will have the meaning set forth in Section 6.3(a).


 


“Company Employee”
will have the meaning set forth in Section 6.3(d).


 






    A-3


     


    

 


“Company IT
Assets” will have the meaning set forth in Section 2.19(l).


 


“Company Majority
Stockholders” means the holders of majority of the outstanding and issued shares of the Company immediately prior to
the date hereof.


 


“Company Marks”
will have the meaning set forth in Section 6.5.


 


“Company Options”
will have the meaning set forth in Section 1.5(a).


 


“Company Products”
means any product or service offering of the Company or any of its Subsidiaries.


 


“Company Sale”
means (a) any sale of Securities of the Company or any of its Subsidiaries to a purchaser that is not an Affiliate of the
Purchaser, any merger, recapitalization, reorganization, combination, consolidation, or similar transaction involving the Company
or any of its Subsidiaries where, in each case, following such transaction any of the Securities of the Company or any of its Subsidiaries
are owned by a third party that is not an Affiliate of the Purchaser, (b) a sale of a material portion of the assets of the
Company or any of its Subsidiaries to a purchaser that is not an Affiliate of the Purchaser, in a single transaction or series
of related transactions, or (c) any other transaction in which the power to direct the members of the Company’s board
of directors is no longer held by the Purchaser or any Affiliate thereof, in a single transaction or series of related transactions;
provided that the transfer of the AOD Assets as provided in Section 6.2 shall not be a Company Sale.


 


“Company Securities”
means all of the issued and outstanding Ordinary Shares and Preferred Shares.


 


“Confidentiality
Agreement” means that certain Non-Disclosure Agreement, dated December 15, 2020, by and between the Purchaser and
the Company.


 


“Contaminants”
will have the meaning set forth in Section 2.19(e).


 


“Consultants
Bonus” shall have the meaning set forth in Section 1.2.


 


“Contract”
means any binding agreement, contract, commitment, instrument, document, certificate, or other binding arrangement or understanding,
whether written or oral.


 


“D&O Tail
Policy” will have the meaning set forth in Section 5.9.


 


“Direct Claim”
will have the meaning set forth in Section 9.6(a).


 


“Disability”
means the inability of a Founder to substantially perform the functions of such Founder’s position by reason of any medically
diagnosed physical or mental impairment which is expected to result in death or has lasted or is reasonably expected to last for
a continuous period of six (6) months or more.


 


“Disclosure
Schedule” means the disclosure schedule delivered by the Company to the Purchaser on the date of this Agreement.


 






    A-4


     


    

 


“Disputed
Amounts” will have the meaning set forth in Section 1.4(b)(ii).


 


“Domain Names”
will have the meaning set forth in Section 2.19(k).


 


“End Date”
means March 31, 2021.


 


“Entitled
Employees” will have the meaning set forth in Section 1.2(b).


 


“Environmental
Law” means any Law, Order, settlement agreement, or Authority requirement, which relates to or otherwise imposes liability
or standards of conduct concerning: (a) the environment, natural resources, public health and safety, worker health and safety
or Hazardous Substances, including discharges, emissions, releases or threatened releases of any Hazardous Substances or (b) the
manufacture, processing, generation, distribution, use, treatment, storage, disposal, arrangement for disposal, recycling, release,
discharge, cleanup, transport, handling of or exposure to Hazardous Substances, including CERCLA, the Superfund Amendments and
Reauthorization Act of 1986, the Emergency Planning and Community Right-to-Know Act, the Hazardous Material Transportation Act,
the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the Federal Water Pollution Control Act,
the Clean Air Act, the Safe Drinking Water Act, the Occupational Safety and Health Act, the Medical Waste Laws, any so called “Superlien”
law, all as now or hereafter amended or supplemented, and the Laws promulgated thereunder, and any other similar Israeli, Federal,
state or local Laws.


 


“ERISA”
will have the meaning set forth in Section 2.17(a).


 


“ERISA Affiliate”
will have the meaning set forth in Section 2.17(c).


 


“Estimated
Closing Purchase Amount” will have the meaning set forth in Section 1.4(a).


 


“Estimated
Indebtedness” will have the meaning set forth in Section 1.4(a).


 


“Estimated
Transaction Expenses” will have the meaning set forth in Section 1.4(a).


 


“Estimated
Working Capital” will have the meaning set forth in Section 1.4(a).


 


“Estimated
Working Capital Shortfall” means the absolute value of the amount by which the Estimated Working Capital is less than
the Working Capital Target.


 


“Estimated
Working Capital Surplus” means the amount by which the Estimated Working Capital is greater than the Working Capital
Target.


 


“Excess Amount”
will have the meaning set forth in Section 1.4(b)(vii).


 


“Exchange
Documents” will have the meaning set forth in Section 1.8(b)(ii).


 


“Final Closing
Payment Amount” will have the meaning set forth in Section 1.4(b)(i).


 


“Final Indebtedness”
will have the meaning set forth in Section 1.4(b)(i).


 






    A-5


     


    

 


“Final Transaction
Expenses” will have the meaning set forth in Section 1.4(b)(i).


 


“Final Working
Capital” will have the meaning set forth in Section 1.4(b)(i).


 


“Financial
Statement Date” means December 31, 2020.


 


“Financial
Statements” will have the meaning set forth in Section 2.6(a).


 


“Founders”
each of Amir Maor and Yaron Segalov.


 


“Founder Consulting
Services” will have the meaning set forth in Section 6.6(a).


 


“Fundamental
Representations” will have the meaning set forth in Section 9.1.


 


“Funds Flow”
means that certain Funds Flow dated as of the Closing Date, by and among the Purchaser, the Company, and the Securityholders.


 


“GAAP”
means U.S. generally accepted accounting principles, consistently applied.


 


“General Enforceability
Exceptions” means those exceptions to enforceability due to applicable bankruptcy, insolvency, reorganization, moratorium
or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless
of whether such enforceability is considered in a proceeding at Law or in equity).


 


“Good Reason”
shall mean the occurrence without the consent of the Founder of: (i) a reduction in the Founder’s compensation terms;
or (ii) a material reduction in the scope of authorities and responsibilities of the Founder under such Founder’s employment
agreement; (iii) a requirement by the Company for the Founder to relocate by more than twenty (20) miles.


 


“Government
Contract” means any bid, quotation, proposal, Contract, work authorization, lease, commitment or sale or purchase order
of the Company or any of its Subsidiaries that is with the United States, Israel or other nation government, any Authority,
including all Contracts and work authorizations to supply goods and services to the United States, Israel or other nation
government or any other Authority.


 


“Governmental
Authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether
federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitral body, exercising
executive, legislative, judicial, regulatory or administrative functions.


 


“Governmental
Consents” will have the meaning set forth in Section 2.5(b).


 


“Grants”
means, grants, funding, incentives or subsidies, or applications therefor.


 






    A-6


     


    

 


“Guarantee”
means any guarantee or other contingent liability solely with respect to such guarantee (other than any endorsement for collection
or deposit in the ordinary course of business), direct or indirect with respect to any obligations of another Person, through a
Contract or otherwise, including (a) any endorsement or discount with recourse or undertaking substantially equivalent to
or having economic effect similar to a guarantee in respect of any such obligations and (b) any Contract (i) to purchase,
or to advance or supply funds for the payment or purchase of, any such obligations, (ii) to purchase, sell or lease property,
products, materials or supplies, or transportation or services, in respect of enabling such other Person to pay any such obligation
or to assure the owner thereof against loss regardless of the delivery or nondelivery of the property, products, materials or supplies
or transportation or services, or (iii) to make any loan, advance or capital contribution to or other investment in, or to
otherwise provide funds to or for, such other Person in respect of enabling such Person to satisfy an obligation (including any
liability for a dividend, stock liquidation payment or expense) or to assure a minimum equity, working capital or other balance
sheet condition in respect of any such obligation.


 


“Hazardous
Substances” will be construed broadly to include any toxic or hazardous substance, material or waste, any petroleum or
petroleum products, radioactive materials, asbestos, urea formaldehyde foam insulation, mold, microbial contaminants, polychlorinated
biphenyls, dielectric fluid containing levels of polychlorinated biphenyls, radon gas, used electronics or e-wastes, leaded glass,
cathode ray tubes, used or discarded circuit boards, any chemicals, materials or substances defined or included in the definition
of “hazardous substances,” “restricted hazardous wastes,” “toxic substances,” “toxic
pollutants,” or words of similar import, under any applicable Environmental Law, any other chemical, material or substance,
exposure to which is prohibited, limited, or regulated by any Authority under any Environmental Law and any other contaminant,
pollutant or constituent thereof, the presence of which requires investigation or remediation under any Environmental Law.


 


“Immediate
Family Member” means any parents, spouses, children or grandchildren of the applicable Person.


 


“Incidental
Licenses” means any: (a) permitted use in a confidentiality or nondisclosure agreement entered into in the Ordinary
Course of Business; (b) license with current and former employees or independent contractors of the Company on standard terms
in the Ordinary Course of Business (such as a back-up license to an intellectual property assignment provision or a license for
an employee, contractor or other Person to use Business Intellectual Property to perform services for the Company); (c) licenses
that arise as a matter of law by implication as a result of sales of products and services by the Company; or (d) any non-exclusive
license that is merely incidental to the transaction contemplated in such license, the commercial purpose of which is primarily
for something other than such license, such as: (i) a sales or marketing Contract that includes an incidental license to use
the trademarks of the Company for the purposes of advertising and selling the Company’s products or services during the term
of and in accordance with such Contract; or (ii) a Contract to purchase or lease equipment, such as a phone system, photocopier,
printer, scanner, computer, or mobile phone that also contains a license of Intellectual Property Rights.


 






    A-7


     


    

 


“Indebtedness”
with respect to any Person means any obligation of such Person for borrowed money, but in any event will include, without duplication:
(i) indebtedness under any credit or loan agreement (including any indebtedness constituting a reimbursement obligation on
account of all issued and outstanding letters of credit, whether drawn or undrawn, regardless of the purpose for which any such
letter of credit may have been issued) or issued in substitution for or exchange of indebtedness for borrowed money, in each case,
whether or not current, short-term or long-term, secured or unsecured, or any Guarantee thereof; (ii) any obligation of the
Company or any of its Subsidiaries evidenced by any note, bond, debenture, guaranty, or other debt security; (iii) any obligation
of the Company or any of its Subsidiaries for the cost of property or other assets constructed or of improvements thereto (but
excluding trade accounts payable arising in the Ordinary Course of Business); (iv) any obligation of the Company or any of
its Subsidiaries issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable
arising in the Ordinary Course of Business); (v) any obligation of the Company or any of its Subsidiaries under capital leases
or synthetic leases with respect to which the Company or any of its Subsidiaries is liable, contingently or otherwise, as obligor,
guarantor or otherwise, or with respect to which obligations the Company or any of its Subsidiaries assures a creditor against
loss; (vi) any obligation of the Company or any of its Subsidiaries for borrowed money secured by a Lien (other than Permitted
Liens) on any assets of the Company or any of its Subsidiaries; (vii) any obligation of the Company or any of its Subsidiaries
on account of any post-retirement benefits; (viii) any liabilities of the Company or any of its Subsidiaries with respect
to interest rate swaps, collars, caps and similar hedging obligations; (ix) all unpaid interest, premiums, penalties, redemption
costs and other charges in respect of the foregoing; and (x) any Guarantees of such Person of any item under (i) –
(ix) above of another Person.


 


“Indebtedness
Payoff Amount” means the aggregate outstanding balance of any Indebtedness owed by the Company or any of its Subsidiaries
as of the Closing Date and any prepayment penalties and other amounts due to fully repay and retire such Indebtedness.


 


“Indemnified
Taxes” means, except to the extent a Non-Indemnified Tax, (i) any and all Taxes imposed on or with respect to the
Company or any of its Subsidiaries attributable to any Pre-Closing Tax Period, (ii) any and all Taxes of any Person (other
than the Company and its Subsidiaries) imposed on or with respect to the Company or any of its Subsidiaries as a transferee or
successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing, (iii) any
and all withholding, payroll, social security, unemployment or similar Taxes attributable to any payments that are contingent upon
or payable as a result of the transactions contemplated by the Transaction Documents, (iv) any Tax liability in connection
with any payment made or deemed made by the Company in connection with the transactions contemplated by this Agreement, or any
Tax liability in connection with any payment pursuant to this Agreement not otherwise reduced by the amount required to be withheld
under Law; (v) without any duplication, any liability for Taxes resulting from the inaccuracy of any representation in Sections
2.14 and 3.6, and (vi) any Taxes imposed on or with respect to the Company or any of its Subsidiaries attributable to
the AOD Spin-Off.


 


“Indemnitee”
will have the meaning set forth in Section 9.6(a).


 


“Indemnitor”
will have the meaning set forth in Section 9.6(a).


 


“Independent
Accountant” will have the meaning set forth in Section 1.4(b)(iv).


 


“Institutions”
will have the meaning set forth in Section 2.19(o).


 






    A-8


     


    

 


“Intellectual
Property Rights” means all domestic and foreign (i) patents, patent applications, invention disclosures, and any
reissues, divisions, divisionals, continuations, continuation-in-parts, provisionals, renewals, extensions, substitutions, reexaminations,
or invention registrations related to such patents and applications, (ii) rights with respect to trademarks, service marks
and other indicia of origin, trademark and service mark registrations and applications for registrations thereof, (iii) copyrights,
copyright registrations and applications for registration thereof, and moral and economic rights of authors and inventors (however
denominated) (iv) rights in Internet domain names and universal resource locators, (v) Trade Secrets, (vi) rights
with respect to databases, (vii) any other intellectual property or proprietary rights equivalent or similar to any of the
foregoing and all other rights relating to, arising from, or associated with Technology, and (viii) all benefits, privileges,
claims, causes of action and remedies arising out of or related to any of the foregoing (and all analogous rights and all goodwill
associated with, and all priority claims, renewals, derivatives, improvements, and refinements of any of the foregoing in any jurisdiction
throughout the world).


 


“Interim Financial
Statements” will have the meaning set forth in Section 2.6(a).


 


“Interim Option
Ruling” will have the meaning set forth in Section 1.5(d).


 


“Interim Period”
means the period commencing on the date of this Agreement and ending on the earlier to occur of the Closing or the termination
of this Agreement in accordance with Article 10.


 


“Invention
Assignment Agreements” will have the meaning set forth in Section 2.19(j).


 


“IRS”
means the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department
of the Treasury.


 


“Israeli Employees”
will have the meaning set forth in Section 2.18(k).


 


“ITA”
means the Israeli Tax Authority.


 


“Knowledge”
means, (a) with respect to the Company, the actual knowledge of any Founder and any director or officer of the Company
after reasonable inquiry; and (b) with respect to each Stockholder, the actual knowledge of such Stockholder (and to the extent
such Stockholder is an entity- any director or officer of such Stockholder or managing partner of general partner of such Stockholder,
as applicable, after reasonable inquiry).


 


“Knowledgeable
Party” will have the meaning set forth in Section 6.3(b).


 


“Latest Balance
Sheet” will have the meaning set forth in Section 2.6(a).


 


“Latest Balance
Sheet Date” will have the meaning set forth in Section 2.6(a).


 


“Law”
means any foreign or domestic federal, state or local law, statute, code, ordinance, regulation, rule, consent agreement, directive,
constitution or treaty of any Authority, including common law and any judicial interpretation thereof.


 






    A-9


     


    

 


“Legal Proceeding”
means any Claim commenced, brought, conducted or heard by or before any Authority.


 


“Letter of
Intent” means that certain letter of intent, dated January 7, 2021, between the Purchaser and the Company.


 


“Letter of
Transmittal” will have the meaning set forth in Section 1.5(b).


 


“Lien”
means any (a) security interest, lien, mortgage, pledge, hypothecation, encumbrance, Claim, easement, charge, restriction
on transfer or otherwise, or interest of another Person of any kind or nature, including any conditional sale or other title retention
Contract or lease in the nature thereof; (b) any filing or agreement to file a financing statement as debtor under the Uniform
Commercial Code or any similar statute; and (c) any subordination arrangement in favor of another Person.


 


“Limitation
Carve-Outs” will have the meaning set forth in Section 9.2(a).


 


“Limited License”
will have the meaning set forth in Section 2.19(d).


 


“Limited License
Software” will have the meaning set forth in Section 2.19(d).


 


“Losses”
means any and all losses, liabilities, penalties, demands, claims, damages, payments, Taxes, causes of action, costs, and expenses
(including costs and expenses of Legal Proceedings, amounts paid in connection with any assessments, judgments, or settlements
relating thereto, interest and penalties recovered by a third party with respect thereto and reasonable attorneys’ and accountants’
fees and disbursements incurred in investigating actual or potential Legal Proceedings in defending against any such Legal Proceedings
or in enforcing a party’s rights hereunder) excluding, in each case, punitive and, exemplary damages, unless, in each case,
such damages are awarded by a court in a Third Party Claim.


 


“Material
Adverse Effect” means any Change that, together with one or more other Changes, is or would reasonably be expected to
have a material adverse effect on the business, assets, results of operations, or condition (financial or otherwise) of the Company
and its Subsidiaries individually or taken as a whole; provided, that any adverse Change attributable to any of the following will
not constitute, and will not be taken into account in determining whether there has been or will be, a Material Adverse Effect:
(a) the execution, delivery, announcement, or pendency of this Agreement or the transactions contemplated by this Agreement;
(b) business, political, or other conditions generally affecting the industry or segments therein in which the Company participates
or territories in which the Company or any Subsidiary thereof operates, or changes in the U.S. or Israeli economy as a whole or
in the capital, credit or financial markets in general or in the markets in which the Company operates; (c) any change in
GAAP or any change in applicable Laws or the interpretation or enforcement thereof by an Authority; (d) actions required to
be taken in order to comply with applicable Laws or Contracts; (e) any acts of war (whether or not declared), armed hostilities,
sabotage or terrorism or the continuation, escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism
threatened or underway or other national or international calamity, crisis or emergency, or any governmental or other response
or reaction to any of the foregoing, in each case, whether occurring within or outside of Israel; (f) any earthquakes, hurricanes,
floods or other natural disasters, epidemics, pandemics (including any effects resulting from the COVID-19 pandemic), acts of God
or force majeure events; (g) any action taken or failure to take any action, in each case, by Purchaser or any of its
Affiliates, or the compliance with the terms of, or the taking of any action required or contemplated by, this Agreement, or the
failure to take any action prohibited by this Agreement; or (h) any failure to meet any internal or published projections,
estimates, forecasts of financial or operating performance; except, in (b), (c) or (d) above, any change that has a disproportionate
impact on the Company as compared to other companies or businesses in the industry in which such member operates.


 






    A-10


     


    

 


“Material
Contract” will have the meaning set forth in Section 2.10.


 


“Material
Customer” will have the meaning set forth in Section 2.24.


 


“Material
Supplier” will have the meaning set forth in Section 2.24.


 


“Negotiation
Period” will have the meaning set forth in Section 1.4(b)(iii).


 


“NIS”
means New Israeli Shekels.


 


“Non-Compete
Restrictions” will have the meaning set forth in Section 6.3(c)(ii).


 


“Non-Indemnified
Taxes” means, (i) to avoid double counting, any net Tax amounts included in the calculation of Final Indebtedness,
Final Working Capital or Final Transaction Expenses; (ii) any Taxes attributable to any amendment, re-filing or other modification
of any Tax Return filed prior to the Closing Date for a taxable period ending on or before the Closing Date or for a Straddle Period
without the prior written consent of the Stockholder Representative (such consent not to be unreasonably conditioned, withheld,
or delayed); (iii) any Taxes attributable to any election pursuant to Section 338 of the Code with respect to Purchaser’s
acquisition of the Securities pursuant to this Agreement; and (iv) any Taxes attributable to the changing or revoking after
the Closing Date of any election made on a Tax Return filed prior to the Closing Date with respect to any Pre-Closing Tax Period
without the prior written consent of the Stockholder Representative (such consent not to be unreasonably conditioned, withheld
or delayed).


 


“Notice of
Claim” will have the meaning set forth in Section 9.6(a).


 


“Objection
Notice” will have the meaning set forth in Section 1.4(b)(ii).


 


“Open Source
License” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free
Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license
approved by the Open Source Initiative or any creative commons license. For the avoidance of doubt, Open Source Licenses include
Limited Licenses.


 


“Open Source
Software” means any software or Technology subject to an Open Source License.


 


“Option Holder”
means a holder of Company Options.


 






    A-11


     


    

 


 


“Option Plan”
will have the meaning set forth in Section 1.5(a).


 


“Option Tax
Ruling” A tax ruling obtained by from the ITA confirming that: (i) the Purchaser and anyone acting on its behalf,
including the Paying Agent, shall be exempt from withholding Tax in relation of any payment or consideration transferred to the
Paying Agent or 102 Trustee in relation to Section 102 Company Options, Section 3(i) Company Options and Section 102
Shares; (ii) the deposit with the 102 Trustee of the payment for Section 102 Company Options and payments for Section 102
Shares which is subject to the statutory holding period under Section 102 will not constitute a violation of the requirements
of Section 102, provided that such amounts are deposited with the 102 Trustee for the remainder of the duration of
the statutory holding period; (iii) the amount payable with respect to Section 102 Company Options and Section 102
Shares shall not be subject to Tax until actually received by the stockholder, which ruling may be subject to customary conditions
regularly associated with such ruling.


 


“Options”
means any subscription, option, right, security, Contract, commitment, understanding, stock appreciation right, phantom stock option,
profit participation or arrangement by which a Person is bound to issue any additional shares of its capital stock or an interest
in the equity or equity appreciation of a Person or rights pursuant to which any Person has a right to purchase capital stock or
an equity interest in another Person.


 


“Options Exercise
Amount” means the hypothetical aggregate amount that would be payable by the holder of the applicable Vested Company
Options if all such options were exercised by the holder thereof immediately prior to the Closing, as set forth in the Funds Flow.


 


“Order”
means any writ, decree, order, judgment, stipulation, injunction, determination, rule, ruling, Lien, voting right, consent of or
by an Authority.


 


“Ordinance”
means the Israeli Income Tax Ordinance [New Version] 1961 and all the regulations, rules and Orders promulgated thereunder.


 


“Ordinary
Course Agreement” means any agreements entered into in the Ordinary Course of Business for which Taxes are not a principal
subject matter, such as customary agreements with customers, vendors, lenders, or lessors.


 


“Ordinary
Course of Business” means, in respect of any Person, the ordinary course of such Person’s business, as conducted
by any such Person consistent with past practice.


 


“Ordinary
Shares” means the ordinary shares, no par value, of the Company.


 


“Organizational
Documents” means (a) with respect to a corporation, the certificate or articles of incorporation or articles of
association and bylaws; (b) with respect to any other entity, any charter or similar document adopted or filed in connection
with the creation, formation, or organization of such entity (including any limited partnership agreement or limited liability
company agreement); and (c) any amendment to any of the foregoing


 


“Party”
or “Parties” will have the meanings set forth in the Preamble.


 






    A-12


     


    

 


“Paying Agent”
will have the meaning set forth in Section 1.8(a).


 


“Payoff Letter”
will have the meaning set forth in Section 1.3(b).


 


“Payor”
will have the meaning set forth in Section 1.7(a).


 


“Per Ordinary
Share Purchase Price” means the amount payable per each applicable Company Option (prior to the deduction of the option
exercise price thereof) as set forth in the Funds Flow.


 


“Performance
Bonus Agreements” will have the meaning set forth in Section 1.2.


 


“Permits”
means all permits, licenses, registrations, accreditations, certifications, provider numbers, certificates, Orders, immunities,
privileges, exemptions, classifications, authorizations, qualifications, approvals, or similar rights (or any waivers of the foregoing),
in each case, required or issued by any Authority, and all pending applications therefor or renewals thereof.


 


“Permitted
Liens” means (a) statutory Liens not yet delinquent and immaterial in amount; (b) Liens reflected in the Financial
Statements or the notes thereto; or (c) mechanics’, carriers’, workers’, repairmen’s, warehousemen’s,
or other similar Liens arising in the ordinary course of business in respect of obligations not overdue and immaterial in amount
or which are being contested in good faith and covered by a bond in an amount at least equal to the amount of the Lien.


 


“Person”
means any corporation, partnership, joint venture, limited liability company, organization, entity, Authority or natural person.


 


“Personal
Information” will have the meaning set forth in Section 2.16(a).


 


“Policies”
means all Contracts that insure (a) the Company’s properties, plants and equipment for loss or damage; and (b) the
Company or its officers, managers, directors, employees, or agents against any liabilities, losses, or damages (or lost profits)
for any reason or purpose.


 


“Post-Closing
Statement” will have the meaning set forth in Section 1.4(b)(i).


 


“Pre-Closing
Return” will have the meaning set forth in Section 8.1.


 


“Pre-Closing
Statement” will have the meaning set forth in Section 1.4(a).


 


“Pre-Closing
Tax Period” means any taxable year or period that ends on or before the Closing Date, and the portion of any Straddle
Period ending on and including the Closing Date.


 


“Preexisting
Code” will have the meaning set forth in Section 2.19(d).


 






    A-13


     


    

 


“Preferred
Shares” means the Series A Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, Series B-2
Preferred Shares, Series B-3 Preferred Shares, Series B-4 Preferred Shares, Series B-5 Preferred Shares and Series B-6
Preferred Shares.


 


“Privacy Laws”
will have the meaning set forth in Section 2.16(a).


 


“Property
Taxes” means real property, personal property, ad valorem, or similar Taxes.


 


“Public Company
Investments” means any personal investments by any Stockholder or such Person’s Immediate Family Members in any
corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which
are publicly owned and regularly traded on any national securities exchange or over-the-counter market in which none of the Stockholders
nor any group of Persons including any of the Stockholders in any way, either directly or indirectly, manages or exercises control
of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business other than exercising
his or her right as a stockholder or seeks to do any of the foregoing.


 


“Purchase
Price” will have the meaning set forth in Section 1.2.


 


“Purchaser”
will have the meaning set forth in the Preamble.


 


“Purchaser
Indemnified Parties” will have the meaning set forth in Section 9.3.


 


“Real Property”
will have the meaning set forth in Section 2.12.


 


“Real Property
Leases” will have the meaning set forth in Section 2.12.


 


“Representative”
means, with respect to any Person, any director, officer, manager, member, equity holder, principal, attorney, employee, agent,
advisor, consultant, accountant, contractor, or any other Person acting in a representative capacity for such Person.


 


“Restricted
Area” means Israel, the United States of America and anywhere else in the world.


 


“Restricted
Period” means the period commencing upon the occurrence of the Closing and ending upon the expiration of 3 years thereafter.


 


“Retention
Agreements” will have the meaning set forth in Section 1.2.


 


“Review Period”
will have the meaning set forth in Section 1.4(b)(i).


 


“Section 14
Arrangement” will have the meaning set forth in Section 2.18(a).


 


“Section 102”
means Section 102 of the Ordinance.


 


“Section 102
Company Options” means Company Options granted and subject to tax pursuant to Section 102(b)(2) of the Ordinance.


 






    A-14


     


    

 


“Section 102
Shares” means Company Ordinary Shares issued to the 102 Trustee upon exercise of Section 102 Company Options.


 


“Section 3(i) Company
Options” means Company Options granted and subject to tax pursuant to Section 3(i) of the Ordinance.


 


“Securities”
means (a) any partnership interests, (b) any limited liability company interests or units, (c) any shares of capital
stock, (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distribution of assets of, the issuing entity, (e) any Options or commitments of any kind or character relating to,
or entitling any Person or entity to purchase or otherwise acquire limited liability company interests or units, capital stock,
or any other equity securities, (f) any warrants, (g) any securities convertible into or exercisable or exchangeable
for partnership interests, limited liability company interests or units, capital stock, or any other equity securities, or (h) any
other interest classified as an equity security of a Person.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securityholders”
means the holders of Company Securities and holders of Company Options.


 


“Seller Parties”
will have the meaning set forth in the Preamble.


 


“Series A
Preferred Shares” means the Series A preferred shares, no par value, of the Company.


 


“Series B
Preferred Shares” means the Series B preferred shares, no par value, of the Company.


 


“Series B-1
Preferred Shares” means the Series B-1 preferred shares, no par value, of the Company.


 


“Series B-2
Preferred Shares” means the Series B-2 preferred shares, no par value, of the Company.


 


“Series B-3
Preferred Shares” means the Series B-3 preferred shares, no par value, of the Company.


 


“Series B-4
Preferred Shares” means the Series B-4 preferred shares, no par value, of the Company.


 


“Series B-5
Preferred Shares” means the Series B-5 preferred shares, no par value, of the Company.


 


“Series B-6
Preferred Shares” means the Series B-6 preferred shares, no par value, of the Company.


 


“Shortfall
Amount” will have the meaning set forth in Section 1.4(b)(vii).


 


“Stockholders”
will have the meaning set forth in the Preamble.


 






    A-15


     


    

 


“Stockholder
Allocation Percentages” will have the meaning set forth in Section 1.2.


 


“Stockholder
Deductible” will have the meaning set forth in Section 9.2(a).


 


“Stockholder
Representative” will have the meaning set forth in Section 1.6(a).


 


“Straddle
Period” means any taxable period that includes (but does not end on) the Closing Date.


 


“Subsidiary”
of any Person means another Person with respect to which such Person owns, directly or indirectly, at least 50% of the capital
stock, capital interests, profits interests or other equity or has the power, directly or indirectly, to elect a majority of the
members of the board of directors (or similar governing body).


 


“Tangible
Personal Property” will have the meaning set forth in Section 2.11(b).


 


“Tax”
or “Taxes” means any foreign, domestic, federal, state, local, U.S. or non-U.S. income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock,
franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, escheat
or unclaimed property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax
of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.


 


“Tax Contest”
will have the meaning set forth in Section 8.3.


 


“Tax Incentives”
will have the meaning set forth in Section 2.14(p).


 


“Tax Representations”
will have the meaning set forth in Section 9.1.


 


“Tax Returns”
means federal, state, foreign, domestic and local Tax reports, returns, information returns and other documents (including any
amendments thereto) related to Taxes.


 


“Taxing Authority”
means any Authority or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection
or imposition of any Tax.


 


“Technology”
means technical data, know-how, show-how, formulae, methods (whether or not patentable), designs, processes, procedures, technology,
source codes, object codes, computer software programs, algorithms, databases, data collectors, inventions, discoveries and improvements
(whether patentable or unpatentable and whether or not reduced to practice), corporate and business names, trade names, trade dress,
brand names, customer lists, and other works of authorship, proprietary information or material of any type, whether written or
unwritten.


 


“Third Party
Claim” will have the meaning set forth in Section 9.6(a).


 






    A-16


     


    

 


“Third Party
Consents” will have the meaning set forth in Section 2.5(a).


 


“Trade Secrets”
means all trade secrets, know-how, confidential information, inventions and discoveries, ideas, processes, proprietary information,
customer lists, technical information, information that derives economic value from not being generally known, and any other information
that would constitute a trade secret as defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law
and common law.


 


“Transaction
Documents” means this Agreement, the Disclosure Schedule, the schedules, exhibits, annexes, and attachments to this Agreement,
the Funds Flow, and each other agreement, document, certificate, and instrument being delivered pursuant to this Agreement, including
the documents and instruments to be delivered by the Parties pursuant to Article 7.


 


“Transaction
Expenses” means: (a) all costs, fees, and expenses (including legal, accounting, investment banking, broker’s,
finder’s and other professional or advisory fees and expenses) incurred by the Company, any of its Subsidiaries or the Stockholders
arising from, in connection with, or incident to negotiating and preparing this Agreement and the other Transaction Documents and
in closing and carrying out the transactions contemplated hereby and thereby that remain unpaid as of the Closing; (b) any
obligation of the Company or any of its Subsidiaries on account of any severance plans, bonus plans, employment agreements, change
in control bonuses, or any other plan or bonus, agreement, or arrangement to which the Company or any of its Subsidiaries
is a party, which liability is payable or becomes due as a result of or in connection with the transactions contemplated hereby;
(c) the employer’s share of any employment, payroll, or similar Taxes imposed on the Purchaser or the Company or any
of its Subsidiaries with respect to any severance plans, bonus plans, employment agreements, change in control bonuses or any other
plan, agreement, or arrangement to which the Company or any of its Subsidiaries is a party, which liability is payable or becomes
due or in connection with as a result of the transactions contemplated hereby; (d) the costs, fees and expenses incurred in
connection with the D&O Tail Policy; (e) 50% of the costs, fees and expenses of the Paying Agent; and provided that the
applicable amount is not included in Indebtedness and excluding any VAT to the extent applicable, in each case plus any VAT to
the extent applicable.


 


“Triapodi
Inc.” will have the meaning set forth in Section 2.3(c).


 


“Valid Tax
Certificate” means a valid certificate, ruling or any other written instructions regarding Tax withholding, issued by
the ITA in customary form and substance reasonably satisfactory to the Paying Agent (which for the avoidance of doubt, with respect
to the Founders, includes Purchaser’s and Paying Agent’s opportunity to review, comment and approve the application
to the ITA for the issuance of such certificate), that is applicable to the payments to be made to any Person pursuant to this
Agreement stating that no withholding, or reduced withholding, of Israeli Tax is required with respect to such payment or providing
any other instructions regarding Tax withholding. For the avoidance of doubt, except with respect to the Founders, a valid certificate
of exemption from withholding pursuant to Israeli Income Tax Regulations (Withholding from Payments for Services or Assets), 5737-1977,
issued by the ITA will be deemed a Valid Tax Certificate, provided that such certificate shall not be valid for transfers outside
Israel or for payments not made in cash.


 






    A-17


     


    

 


“VAT”
will have the meaning set forth in Section 2.14(s).


 


“Vested Company
Options” will have the meaning set forth in Section 1.5(b).


 


“Vested Option
Consideration” will have the meaning set forth in Section 1.5(b).


 


“WARN Act”
means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated
thereunder.


 


“Welfare
Plan” will have the meaning set forth in Section 2.17(d).


 


“Withholding
Drop Date” will have the meaning set forth in Section 1.7(b).


 


“Working Capital”
means an amount (which may be expressed in a positive or a negative number) equal to (a) the amount of the consolidated current
assets of the Company and its Subsidiaries (including, without limitation, Cash, accounts receivables to the extent held by the
Company as Cash as of the Closing Date, but excluding receivables due from any Affiliates of the Company, and deferred Tax assets)
of the Company and its Subsidiaries as of the Closing Date, minus (b) the amount of the consolidated current liabilities
of the Company and its Subsidiaries (including accounts payable other than non-compensation and non-benefits payables owed to any
Affiliates of the Company, but excluding Indebtedness and Transaction Expenses, deferred Tax liabilities) of the Company and its
Subsidiaries as of the Closing Date, in each case, calculated without duplication and in accordance with GAAP.


 


“Working Capital Target”
means $928,000.00.


 






    A-18