CASHLESS BASIS OR AGAINST PAYMENT
OF THE APPLICABLE EXERCISE PRICE PER ADDITIONAL WARRANT SHARE, AT ANY TIME, FROM
TIME TO TIME, FROM THE TIME OF THE ADDITIONAL CLOSING AT WHICH SUCH ADDITIONAL
WARRANTS WERE ISSUED AND UNTIL THE FIFTH (5TH) ANNIVERSARY THEREOF (THE
"ADDITIONAL WARRANT EXERCISE PERIOD"). ALL UNEXERCISED ADDITIONAL WARRANTS SHALL
EXPIRE IMMEDIATELY AFTER THE END OF THE EXERCISE PERIOD.
4.
TERMS OF ACQUIRED SHARES AND WARRANT SHARES
THE ACQUIRED SHARES, ADDITIONAL ACQUIRED SHARES, WARRANT SHARES AND ADDITIONAL
WARRANT SHARES, SHALL, WHEN ISSUED TO THE INVESTORS, HAVE SUCH RIGHTS,
PREFERENCES AND OBLIGATIONS AS ARE SET FORTH IN THE COMPANY'S AMENDED AND
RESTATED ARTICLES OF ASSOCIATION, IN THE FORM ATTACHED HERETO AS SCHEDULE 4 (THE
"AMENDED ARTICLES").
5.
CLOSINGS
5.1.
FIRST CLOSING. THE TRANSACTIONS CONTEMPLATED HEREBY IN SECTION 2
ABOVE, SHALL TAKE PLACE AT A FIRST CLOSING (THE "FIRST 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 THE DATE OF THE
COMPANY'S SHAREHOLDERS MEETING CONVENED TO APPROVE THIS AGREEMENT, OR AT SUCH
OTHER DATE, TIME AND PLACE AS THE COMPANY AND THE LEAD INVESTOR SHALL HAVE
MUTUALLY AGREED TO.
3
5.2.
AT THE FIRST CLOSING, THE FOLLOWING TRANSACTIONS SHALL OCCUR
SIMULTANEOUSLY:
5.2.1.
THE FOLLOWING DOCUMENTS SHALL HAVE BEEN PROVIDED TO THE LEAD
INVESTOR AND EACH OF THE INVESTORS:
(A)
A RESOLUTION OF THE BOARD IN THE FORM REASONABLY SATISFACTORY TO THE LEAD
INVESTOR: (I) AUTHORIZING THE EXECUTION, PERFORMANCE AND DELIVERY OF THIS
AGREEMENT AND ALL RELATED DOCUMENTS HEREUNDER, (II) APPROVING THE MANAGEMENT
AGREEMENT, AND (III) APPROVING THE ISSUANCE OF ALL THE ACQUIRED SHARES,
ADDITIONAL ACQUIRED SHARES, WARRANTS, WARRANT SHARES, ADDITIONAL WARRANTS AND
ADDITIONAL WARRANT SHARES, ON THE DATE OF THE FIRST CLOSING AND THE APPLICABLE
ADDITIONAL CLOSINGS, AT ALL TIMES, CONDITIONAL UPON PAYMENT OF PURCHASE PRICE
AND/OR THE ADDITIONAL PURCHASE PRICE AND/OR IN THE CASE OF THE WARRANT SHARES
AND ADDITIONAL WARRANT SHARES, THE EXERCISE PRICE, AS APPLICABLE FOR EACH
CLOSING;
(B)
MINUTES OF THE GENERAL MEETING OF THE COMPANY'S SHAREHOLDERS SIGNED BY THE
CHAIRMAN OF THE MEETING IN A FORM REASONABLY SATISFACTORY TO THE LEAD INVESTOR:
(I) APPROVING THE TERMS OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREUNDER, INCLUDING BUT NOT LIMITED TO THE REGISTRATION RIGHTS AGREEMENT,
(II) APPROVING THE AMENDED ARTICLES, INCLUDING AN INCREASE OF THE COMPANY'S
AUTHORIZED SHARE CAPITAL AND THE CREATION OF THE PREFERRED SHARES,
(III) APPROVING THE TERMS OF THE MANAGEMENT AGREEMENT; (IV) APPOINTING THE
PREFERRED DIRECTORS; AND (V) IF THE REQUIRED CORPORATE APPROVALS WERE PREVIOUSLY
OBTAINED, APPROVING
THE TERMS OF NEW INDEMNIFICATION AGREEMENTS TO BE ENTERED
INTO WITH THE COMPANY'S OFFICERS AND DIRECTORS AS CONTEMPLATED BY THIS
AGREEMENT;
(C)
THE 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
SCHEDULE A;
(D)
VALIDLY ISSUED SHARE CERTIFICATES IN THE NAMES OF EACH INVESTOR
REPRESENTING THE ACQUIRED SHARES, TOGETHER WITH SIGNED NOTICES TO THE REGISTRAR
OF COMPANIES REGARDING