EACH OF THE INVESTORS SHALL PAY TO THE COMPANY ITS PROPORTIONAL
SHARE OF THE PURCHASE PRICE AS SET NEXT TO ITS NAME ON THE AMENDED SCHEDULE A
REFLECTING THE AMOUNTS BEING INVESTED IN EACH SUCH ADDITIONAL CLOSING, 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 APPLICABLE ADDITIONAL
CLOSING.
6.
CLOSING CONDITIONS FOR FIRST CLOSING
6.1.
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
OBLIGATIONS OF THE INVESTORS AT THE FIRST CLOSING ARE SUBJECT TO THE FOLLOWING
CONDITIONS PRECEDENT, ANY ONE OR MORE OF WHICH MAY BE WAIVED IN WHOLE OR IN
PART BY THE LEAD INVESTOR:
6.1.1.
RECEIPT BY THE COMPANY OF THE APPROVAL OF ANY REQUIRED REGULATORY
OR GOVERNMENTAL AUTHORITY, IF ANY;
6.1.2.
THE COMPANY'S OBTAINING ALL REQUIRED CORPORATE APPROVALS, INCLUDING
THE APPROVAL OF THE COMPANY'S SHAREHOLDERS FOR THE TERMS OF THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND ANY OTHER RELATED TRANSACTION;
6.1.3.
ALL REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED HEREIN
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT THE TIME OF THE FIRST
CLOSING AS THOUGH MADE AGAIN AT THAT TIME;
6.1.4.
THE COMPANY SHALL HAVE PERFORMED AND COMPLIED WITH ALL OBLIGATIONS
AND COVENANTS REQUIRED TO BE PERFORMED OR COMPLIED WITH BY THE COMPANY PRIOR TO
THE FIRST CLOSING IN ALL MATERIAL RESPECTS;
6.1.5.
NO ACTION, PROCEEDING, INVESTIGATION, REGULATION OR LEGISLATION
SHALL HAVE BEEN INSTITUTED, THREATENED OR PROPOSED BEFORE ANY COURT,
GOVERNMENTAL AGENCY OR LEGISLATIVE BODY TO ENJOIN, RESTRAIN, PROHIBIT OR OBTAIN
SUBSTANTIAL DAMAGES IN RESPECT OF, OR WHICH IS RELATED TO, OR ARISES OUT OF,
THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
6.2.
THE CLOSING AND THE OBLIGATIONS OF THE COMPANY TO ISSUE, AT THE
FIRST CLOSING, THE ACQUIRED SHARES AND THE WARRANTS TO THE INVESTORS ARE SUBJECT
TO THE PAYMENT BY EACH INVESTOR OF ITS RESPECTIVE PORTION OF THE PURCHASE PRICE
AT THE FIRST CLOSING; AND
7.
CAPITALIZATION
7.1.
[INTENTIONALLY OMITTED]
7.2.
THE COMPANY AGREES AND UNDERTAKES THAT UNTIL THE FIRST CLOSING IT
WILL NOT SELL ISSUE, ALLOT, GRANT OR TRANSFER IN ANY OTHER WAY ANY SHARES AND/OR
ANY CONVERTIBLE SECURITIES (COLLECTIVELY, THE "SECURITIES") TO ANY PERSON OR
ENTITY, EXCEPT FOR (A) ISSUANCES OF ORDINARY SHARES TO HOLDERS OF SECURITIES
WHICH ARE OUTSTANDING ON THE DATE HEREOF PURSUANT TO THE RESPECTIVE TERMS AND
CONDITIONS OF THOSE SECURITIES, (B) GRANTS OF OPTIONS TO PURCHASE ORDINARY
SHARES TO EMPLOYEES, OFFICERS AND DIRECTORS UNDER THE COMPANY'S EXISTING
APPROVED PLANS AND OBLIGATIONS, PROVIDED, HOWEVER, THAT IN THE AGGREGATE, THE
COMPANY WILL NOT GRANT MORE THAN 500,000 OPTIONS, OR (C) AS APPROVED IN ADVANCE
AND IN WRITING BY THE LEAD INVESTOR.
8.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
THE COMPANY HEREBY REPRESENTS AND WARRANTS TO THE INVESTORS, AND ACKNOWLEDGES
THAT THE INVESTORS ARE ENTERING INTO THIS AGREEMENT IN RELIANCE THEREON, AS
FOLLOWS:
5
8.1.
ORGANIZATION.
THE COMPANY IS A CORPORATION DULY INCORPORATED AND
VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF ISRAEL AND HAS THE