2.1.10 2.1.11 2.1.12 董事会提交一名董事的书面通知任命(以下简称”投资方的董事,”),该董事应根据重列的章程指定.交割之日起公司立即向以色列公司注册局报告.形式如附表2.1.9
Indemnity Agreement. 赔偿协议
The Company shall have executed an Indemnity Agreement with the Investor Director, as well as all other directors and nosey misra of the Company (“????? ????”) in the form attached hereto as Schedule 2.1.10 (the \Indemnity Agreement\公司应与投资方董事,以及所有的其他董事和公司的nosey misra签署赔偿协议, 形式如附表2.1.10(以下简称”董事的赔偿协议”) Repurchase Agreements. 回购协议 Each of the Founder(s) shall have entered into an amended Share Repurchase Agreement with the Company in the form attached hereto as Schedule 2.1.11. (the “Amended Share Repurchase Agreement ”),
每个创始人以附件2.1.12形式与公司签订一份修改过的回购协议(简称”修改的回购协议”)
Office of the Chief Scientist – “Foreign Entity” Undertaking.“OCS---外国实体”担保 The Investor shall deliver to the Company, to the extent required, a duly executed undertaking to comply with the terms and conditions of the OCS, and all regulations and directives of the Ministry of Industry, Trade and Labor applicable to the Company in connection with the OCS funds received by the Company in the form attached hereto as Schedule 2.1.15.
如果需要，投资方向公司提交正式签署的承诺书以遵守OCS的条款和条件，以及与公司收到的OCS资金相关的工业部门，贸易和劳工的所有的法规和指令，这些适用于公司，以附件2.1.15的形式。
3. The Second Installment. 二期投资
At the Second Installment Date, the Company shall issue and allot to the
Investor the Second Installment Shares in consideration for the Second Installment and shall deliver to the Investor: (i) a validly executed share certificate in the form attached hereto as Schedule 3A, in the name of the Investor reflecting all of the Second Installment Shares. The Company shall register the allotment of the Second Installment Shares to the Investor in the Company's Shareholders Register in the form attached hereto as Schedule 3B and shall deliver a copy of the register to the Investor; and (ii) a copy of the notices to be sent to the Israeli Registrar of
Companies of the issuance of the Second Installment Shares under this Agreement in the form attached hereto as Schedule 3C. The Investor shall cause the transfer to the Company at the Second Installment Date the Second Installment, by wire
transfer to the bank account of the Company or such other form of payment as shall be mutually agreed by the Company and the Investor.
二期投资日，公司根据二期投资向投资方发行分配股票并向投资方提交：1）以附件3A的形式，投资方二期付款的有效签署的股票证，公司向公司股东
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注册局以附件3B的形式注册投资方的二期股票，并向投资方送达副本。2）发送给以色列公司注册局的二期付款股票的发行的副本，以附件3C的形式。在二期投资日投资方通过公司和投资方共同同意的电汇或其他付款方式支付二期投资. 4. The Third Installment. 三期投资 At the Third Installment Date, the Company shall issue and allot to the Investor the Third Installment Shares in consideration for the Third Installment and shall deliver to the Investor: (i) a validly executed share certificate in the form attached hereto as Schedule 4A, in the name of the Investor reflecting all of the Third Installment Shares. The Company shall register the allotment of the Third Installment Shares to the Investor in the Company's Shareholders Register in the form attached hereto as Schedule 4B and shall deliver a copy of the register to the Investor; and (ii) a copy of the notices to be sent to the Israeli Registrar of Companies of the issuance of the Third Installment Shares under this Agreement in the form attached hereto as Schedule 4C. The Investor shall cause the transfer to the Company at the Third Installment Date the Third Installment, by wire transfer to the bank account of the Company or such other form of payment as shall be mutually agreed by the Company and the Investor. For the sake of clarity, if prior to the expiration of seven (7) months from the Second Installment Date the Investor does not receive and accept a Ready To Be Sold Product, then it shall not be required to pay the Third Installment. 三期付款日，公司根据三期付款向投资方发行分配股票并向投资方提交：1）以附件4A的形式，投资方三期付款的有效签署的股票证，公司向公司股东注册局以附件4B的形式注册投资方的三期股票，并向投资方提效副本。2）发送给以色列公司注册局的三期付款股票的发行的副本，以附件4C的形式。在三期投资日投资方通过公司和投资方共同同意的电汇或其他付款方式支付三期投资.为了清楚起见，如果二期投资日后的7个月内（投资方可根据需要延长周期），投资方未收到或不接受预售产品，则不支付三期付款。
5. Representations and Warranties of the Company and where applicable the
Founders 公司的保证，同样适用于创始人。
As an inducement to the Investor to purchase the Purchased Shares, the Company and with respect to Section 5.1 (Incorporation), Section 5.2 (Authorization), Section 5.3 (validity; No Breach), Section 5.4 (Governmental Consents or Third Party Consents), Section 5.5 (Subsidiaries) Sections 5.6 (Capitalization and Ownership of Shares), Section 5.7 (ESOP Pool), Section 5.8 (Valid Issuance of Purchased Shares), Section 5.10 (Intellectual Property), Section 5.11 (Litigation), Section 5.25 (Tax Matters) and Section 5.33 (Money Laundering), the Founders and the Company jointly and severally and each of the Founders (as between the Founders themselves) severally and not jointly， represent and warrant to the Investor and acknowledge that the Investor is entering into this Agreement in reliance thereon, and in reliance on the exceptions set forth in the Company’s Disclosure Schedule attached hereto as Schedule 5 (the \Company’s Disclosure Schedule\warranties made hereunder when read in conjunction with all of this Section 5, that all the following representations and warranties are true and correct as of the date of signature hereof and shall remain true and correct as of the Closing Date, the Second Installment Date (as applicable) and the Third Installments Date (as applicable).
作为投资方购买股份的前提，公司及5.1(公司成立),5.2(授权),5.3(有效性;不违反),5.4(政府同意或第三方同意),5.5(子公司),5.6(资本及股票所有
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权),5.7(员工持股池),5.8(购买的股票的有效发行),5.25(税务事项),5.33(洗钱),创始人和公司,各自不连带向投资方保证，并使投资方承认并依赖于此协议。依据附件5 （公司披露清单）,连同第五章的所有部分，这也应该作为陈述和担保的一部分, 所有陈述和担保均真实正确,直至交割日,二期付款日和三期付款日(如果可行).
5.1. Incorporation. 公司注册成立
The Company is a private company duly incorporated and validly existing under the Laws of the State of Israel and has full corporate power and authority to own, lease and operate its properties and assets and to conduct its businesses as now being conducted and as currently proposed to be conducted. \any Israeli law, statute, ordinance, rule, regulation, judgment, order, decree, injunction, arbitration award and to the extent that they have the force of law, franchise, license, agency requirement or permit of any Governmental Entity (as defined below). The Articles of Association of the Company as currently in effect are attached hereto as Schedule 5.1 of the company’s Disclosure Schedule (the \
jurisdictions in which it does not have all requisite corporate power and authority as applicable or in which it is not in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the Company. \tribunal, legislative, executive or regulatory authority or agency (whether domestic, local or foreign), including notified bodies.
公司属于私人企业,依据以色列国家法律注册成立并将持续有效.,拥有全部的公司权力和授予的拥有,租凭,和经营自己财产和资产的权利,开展正在开展的和目前被建议开展的业务.”法律”指的是任何联邦，州，地方和外国法律，法规，条例，规则，规定，命令，法令，仲裁，仲裁裁决，禁令，专利，许可证，任何政府机构的许可（如下面的定义）。公司现行章程如公司披露清单5.1.该公司不在其没有必备资格、公司权力和授权的管辖地经营业务.”任何政府机构“指的是法院，法庭，立法，行政或管理机构或代业行政机构（无论国内、本地或外国机构，）包括被通知的机构. 5.2. Authorization. 授权 The Company has all requisite legal and corporate power and authority to execute and deliver the Transaction Agreements and carry out and perform its obligations under the Transaction Agreements. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the other Transaction Agreements, the performance of all obligations of the Company hereunder and thereunder, including, without limitation, the authorization, issuance, sale and delivery of the Purchased Shares has been taken or will be taken prior to the Closing.
公司拥有所有必要的法律的和公司权力和授权去签署和提交交易协议并履行相应的义务.就公司而言,所有行动,高级官员,股东所需的本协议和其他协议的授权,签署和交付,并履行相应的义务包括但不限于已购买交割日之前的股票或的授权,发行,售卖和交付,履行交易协议下的义务。
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5.3. Validity; No Breach. 有效性/不违约
5.3.1. This Agreement, the other Transaction Agreements and the
documents to be delivered to the Investor at the Closing are duly executed and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited or denied by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors' rights and the enforcement of debtors’ obligations generally, and (ii) as limited or denied by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 根据公司在交割日提交给投资方的已有效签署的条款，并具有法律约束力并强制执行的协议，其他协议和文件，不包括1）限制或拒绝适用破产，无力清偿，重组，延期偿付和普遍适用的影响执行债权人权利和执行债权人义务的其他法律，以及2）限制或拒绝与具体履行，禁令救济或其他财产性救济的适用性有关的法律。
5.3.2. The Company is not in violation or default of any provision of
its Corporate Documents or to the Company's knowledge in default under any material provision of any contract to which it is a party or by which it is bound or to which its assets are subject or of any judgment, decree, order or writ. The execution and the delivery of this Agreement and the other Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, will not, with or without the passage of time, (i) violate any Law (including, without limitation the R&D Law, as defined below, and the Israeli Securities Law 5728-1968 (the \Securities Law\injunction, judgment, order, decree, ruling, charge, or other restriction of any government or Governmental Entity to which the Company is subject or by which it is bound; (ii) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel, or require any notice (which has not heretofore been provided) under any agreement, lease, license, instrument, or other arrangement to which the Company is a party or by which it is bound, or to which its assets are subject, or result in the imposition of any lien, pledge, claim, charge, encumbrance or third party rights of any kind (each, a %upon such assets; or (iii) violate any provision of its Corporate Documents. The term \Development Law, 5744-1984, as amended from time to time, including any and all of the regulations, directives, procedures, guidelines and rules that have been promulgated thereunder and/or by virtue thereof issued by the Economy Minister or the Director General of the Ministry of Economy (the \or the OCS Committee, as defined in the Directive, including, without limitation, Directive 8.14 issued by the Director General regarding the \Energy Technology Center (the \
公司不违反公司的任何条款或公司知晓范围内的任何重大条款或作为资产受到的任何判决，判令，命令或令状的当事人。本协议和其他附属交易协议的签署和交付，交易的完成将不会，受到时间的推移的影响。违反任何法律（包括但不限于研发法，与色列证券法5728-1968（下称“以色列证券法”）），强制令，判决，命令，法令，判决，费用，或政府的限制或受制于或由政府部门组成；
5.4. Governmental Consents or Third Party Consents. 政府同意或第三方同意 Except for the filing of the Restated Articles and other notices with the Israeli Registrar of Companies and as set forth in Section 5.4 of the Company’s Disclosure Schedule, the Company does not need to give any notice to, make any filing with,
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or obtain any authorization, consent, qualification, license, permit, order or approval from any Governmental Entity, or any third party, in order to consummate the transactions contemplated by this Agreement and the other Transaction Agreements, including the issuance of the Purchased Shares and the execution of the other Transaction Agreements that has not been, or will not have been, obtained by the Company prior to the Closing. Each of the shareholders of the Company has waived any Participation and Other Rights it may have had with respect to the transactions contemplated by this Agreement and a copy of such waiver will be delivered to the Investor at the Closing. The Company is not a party to or bound by any order, judgment, decree or award of any Governmental Entity or arbitrator. 除了重申的章程的申请，以色列公司注册局的其他通知和公司披露清单中5.4章程中所规定的，为了交易中此协议和其他协议包括购买的股票的发行和其他交易协议的签署的圆满完成，公司不需要发出任何通知来申请或获得政府部门或第三方的授权，同意，资质，许可证，命令或批准。交易协议中公司的每个股东有放弃参与权和其他权的权利并与交割日提交给投资方副本。本公司未参与或不受任何政府机构或仲裁员的任何命令，判决，判令或裁决的限制。
5.5. Subsidiaries. 子公司 The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.
公司目前不拥有或控制（直接或间接地）任何其他公司，合伙，信托，合资企业，有限责任公司，协会或其他商业实体的任何权益。公司不参与任何合资，合伙或类似安排
5.6. Capitalization and Ownership of Shares. 资本及股份所有权 The Company and each of the Founders represent that: (A) the registered share capital of the Company immediately prior to the Closing consists of (i) _9,000,000 Ordinary Shares, (ii) 1,000,000 Preferred A Shares, of which 116,028 are issued and outstanding, (B) the registered share capital of the Company immediately following the Closing shall consists of (i) 7,900,000 Ordinary Shares, (ii) 1,000,000 Preferred A Shares, of which 116,028 are issued and outstanding, and (iii) 100,000___Preferred B Shares of which none are issued and outstanding, (C) since its incorporation, there has been no declaration or payment by the Company of dividends, or any distribution by the Company of any assets of any kind to any of its shareholders in redemption of or as the purchase price for any of the Company's shares, (D) the Company has not forfeited any of the Company's shares since its incorporation. The Capitalization Table constitutes a complete and correct list of all the security holders of the Company (including, for the avoidance of doubt, all of the outstanding options, warrants, phantom stock and other rights to purchase shares of the Company's share capital) immediately prior to and immediately following the Closings, on a Fully Diluted Basis, taking into account the allotment of the Second Installment Shares and Third Installment Shares. The individuals and entities identified on the Capitalization Table as the shareholders of the Company are the holders of record, the lawful owners, and, to the Company’s knowledge without independent investigation, beneficially, of all of the issued and outstanding share capital of the Company and of all rights thereto, and, except as set forth in the Company’s Disclosure
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