THE LEAD INVESTOR IN THE FRAMEWORK OF THE BRIDGE LOAN AGREEMENT, THE
COMPANY HAS NO OTHER CHARGES ON ITS ASSETS.
8.23.
GOVERNMENT APPROVALS.
EXCEPT IN CONNECTION WITH THE ISRAELI
INVESTMENT CENTER OF THE MINISTRY OF INDUSTRY, TRADE AND LABOR, THE COMPANY IS
NOT REQUIRED TO GIVE NOTICE OR OBTAIN ANY PERMIT, AUTHORIZATION, LICENSE,
APPROVAL, ORDER, ACTION, DESIGNATION, DECLARATION OR FILING WITH ANY
8
GOVERNMENTAL AUTHORITY OR CONSENT FROM ANY PERSON IN CONNECTION WITH THE VALID
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT INCLUDING ANY ANCILLARY
AGREEMENTS HERETO AND THE TRANSACTIONS CONTEMPLATED HEREIN.
9.
REPRESENTATIONS REGARDING THE INVESTORS, ACQUIRED SHARES AND
ADDITIONAL ACQUIRED SHARES
EACH INVESTOR HEREBY REPRESENTS AND WARRANTS TO THE COMPANY, AND ACKNOWLEDGES
THAT THE COMPANY IS ENTERING INTO THIS AGREEMENT IN RELIANCE THEREON, AS
FOLLOWS:
9.1.
ORGANIZATION.
EACH INVESTOR THAT IS AN ENTITY HAS BEEN DULY
ORGANIZED AND VALIDLY EXISTS UNDER THE LAWS OF THE JURISDICTION OF ITS
FORMATION. EACH INVESTOR HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT AND OTHER AGREEMENTS CONTEMPLATED HEREBY OR WHICH ARE
ANCILLARY HERETO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
9.2.
ENFORCEABILITY.
THIS AGREEMENT, WHEN EXECUTED AND DELIVERED BY
THE INVESTOR, WILL CONSTITUTE A VALID, BINDING, AND ENFORCEABLE OBLIGATION OF
THE INVESTOR.
9.3.
AUTHORIZATION.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE PERFORMANCE OF THE OBLIGATIONS OF SUCH INVESTOR HAS BEEN DULY AUTHORIZED BY
ALL NECESSARY CORPORATE ACTION, IF APPLICABLE, AND THE FULFILLMENT OF AND
COMPLIANCE WITH THE RESPECTIVE TERMS AND PROVISIONS HEREOF AND THEREOF, AND THE
CONSUMMATION BY SUCH INVESTOR OF THIS AGREEMENT DO NOT AND WILL NOT CONFLICT
WITH, OR VIOLATE ANY PROVISION OF, ANY LAW HAVING APPLICABILITY TO SUCH INVESTOR
OR ANY OF ITS RESPECTIVE ASSETS; OR RESULT IN ANY BREACH OF, OR CONSTITUTE A
DEFAULT UNDER ANY AGREEMENT TO WHICH SUCH INVESTOR IS A PARTY, EXCEPT AS WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT ON THE INVESTOR OR
WOULD NOT PREVENT IN ANY
WAY SUCH INVESTOR FROM PERFORMING ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS
AGREEMENT.
9.4.
ACCREDITED INVESTOR.
EACH INVESTOR REPRESENTS THAT IT IS AN
"ACCREDITED INVESTOR", AS THAT TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER
SECURITIES ACT, AND HAS SUCH BUSINESS AND FINANCIAL EXPERIENCE AS IS REQUIRED TO
PROTECT ITS OWN INTERESTS IN CONNECTION WITH ITS DECISION TO ENTER THIS
AGREEMENT AND TO PURCHASE THE ACQUIRED SHARES, ADDITIONAL ACQUIRED SHARES,
WARRANTS, ADDITIONAL WARRANTS, WARRANT SHARES AND ADDITIONAL WARRANT SHARES.
9.5.
ABSENCE OF REGISTRATION.
EACH INVESTOR UNDERSTANDS, ACKNOWLEDGES
AND AGREES THAT THE ACQUIRED SHARES, ADDITIONAL ACQUIRED SHARES, WARRANTS,
ADDITIONAL WARRANTS, WARRANT SHARES AND ADDITIONAL WARRANT SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO US PERSONS UNLESS SUCH SHARES ARE REGISTERED UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS IS AVAILABLE.
THE INVESTORS UNDERSTAND THAT THE CERTIFICATES EVIDENCING THE ACQUIRED SHARES,
ADDITIONAL ACQUIRED SHARES, WARRANT AND THE ADDITIONAL WARRANT