THE ACQUIRED SHARES TO BE ISSUED IN THE NAMES OF THE
INVESTORS AT THE FIRST CLOSING;
(E)
A COMPLIANCE CERTIFICATE, IN THE FORM ATTACHED HERETO AS
SCHEDULE 5.2.1(E) DULY EXECUTED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY,
DATED AS OF THE DATE OF THE FIRST CLOSING, CONFIRMING AND CERTIFYING THAT THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8 OF THIS AGREEMENT ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AS OF AND THROUGH THE DATE OF FIRST
CLOSING, THAT THE COMPANY HAS PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS
WITH ALL ITS COVENANTS, AGREEMENTS, AND UNDERTAKINGS AS SET FORTH HEREIN;
(F)
DULY EXECUTED OPINION OF SHARIR, SHIV, FRIEDMAN & CO., COUNSEL TO THE
COMPANY, IN THE FORM ATTACHED HERETO AS SCHEDULE 5.2.1(F), DATED AS OF THE DATE
OF THE FIRST CLOSING
(G)
COPY OF A TERMINATION AGREEMENT OR TERMINATION LETTER OF THE INVESTOR
RIGHTS AGREEMENT, DATED DECEMBER 13, 1999, AS CONTEMPLATED BY SECTION 12.7 OF
THIS AGREEMENT;
(H)
COPIES OF TERMINATION LETTERS OF THE EXISTING INDEMNIFICATION AGREEMENTS
TO BE TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.8 BELOW;
(I)
IF REQUIRED CORPORATE APPROVALS ARE PREVIOUSLY OBTAINED, DULY EXECUTED
NEW INDEMNIFICATION AGREEMENTS AS CONTEMPLATED BY SECTION 12.9 OF THIS
AGREEMENT.
5.2.2.
THE COMPANY AND THE INVESTORS SHALL EXECUTE AND DELIVER THE
REGISTRATION RIGHTS AGREEMENT ATTACHED HERETO AS SCHEDULE 10.
5.2.3.
THE COMPANY AND THE LEAD INVESTOR SHALL EXECUTE AND DELIVER THE
MANAGEMENT AGREEMENT ATTACHED HERETO AS SCHEDULE 11.2.
5.2.4.
EACH OF THE INVESTORS SHALL PAY TO THE COMPANY ITS PROPORTIONAL
SHARE OF THE PURCHASE PRICE AS SET NEXT TO ITS NAME ON SCHEDULE A, BY WAY OF
INSTRUCTING A BANK TRANSFER TO THE COMPANY'S ACCOUNT, PURSUANT TO WIRING
INSTRUCTIONS GIVEN IN WRITING BY THE COMPANY PRIOR TO THE FIRST CLOSING.
5.3.
ADDITIONAL CLOSINGS.
THE TRANSACTIONS CONTEMPLATED HEREBY IN
SECTION 3 ABOVE, SHALL TAKE PLACE IN ADDITIONAL CLOSING(S), AT SUCH TIME(S) AS
DETERMINED BY THE LEAD INVESTOR, EACH SUCH ADDITIONAL CLOSING TO BE HELD AT THE
OFFICES OF AMIT, POLLAK, MATALON & CO., NYP TOWER 19TH FLOOR 17 YITZHAK SADE
STREET, TEL AVIV, ISRAEL, WITHIN FOURTEEN (14) DAYS FOLLOWING RECEIPT BY THE
COMPANY OF WRITTEN NOTICE BY THE LEAD INVESTOR OF ITS INTENTION TO EFFECT AN
ADDITIONAL CLOSING, PROVIDED HOWEVER, THAT NO
4
ADDITIONAL CLOSING TAKES PLACE AFTER THE DATE, WHICH IS EIGHTEEN (18) MONTHS
FOLLOWING THE FIRST CLOSING.
5.4.
AT EACH ADDITIONAL CLOSING, THE FOLLOWING TRANSACTIONS SHALL OCCUR
SIMULTANEOUSLY:
5.4.1.
THE FOLLOWING DOCUMENTS SHALL HAVE BEEN PROVIDED TO THE LEAD
INVESTOR AND EACH OF THE INVESTORS:
(A)
THE ADDITIONAL WARRANTS IN THE FORM ATTACHED HERETO AS
SCHEDULE 5.2.1(C) DULY EXECUTED BY THE COMPANY AND ISSUED TO EACH INVESTOR, IN
THE AMOUNTS SET FORTH IN THE AMENDED SCHEDULE A REFLECTING THE AMOUNTS BEING
INVESTED IN EACH SUCH ADDITIONAL CLOSING; AND
(B)
VALIDLY ISSUED SHARE CERTIFICATES FOR THE ADDITIONAL ACQUIRED SHARES,
TOGETHER WITH SIGNED NOTICES TO THE REGISTRAR OF COMPANIES REGARDING THE
ADDITIONAL ACQUIRED SHARES TO BE ISSUED IN THE NAMES OF THE INVESTORS AT EACH
ADDITIONAL CLOSING.
5.4.2.