Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Following approval of the Shareholders of the Company, the Company has all necessary corporate power will have full power, capacity and authority to execute and deliver this Agreementeach Transaction Document to which it is or, to perform its obligations hereunder andat Closing, subject in the case of the Merger to obtaining the Required Shareholder Votewill be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action, the Company and no other corporate proceedings acts by or on the part behalf of the Company are will be necessary or required to authorize this Agreement or to consummate the Transactions (other thanexecution, with respect to delivery and performance by the Merger, the Required Shareholder Vote Company of each Transaction Document and the filing and recordation consummation of appropriate merger documents as required by Israeli Companies Law)the Contemplated Transactions to which it is or, at Closing, will be, a party. This Agreement has and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and, and (assuming the due authorization, valid execution and delivery thereof by Parent and Merger Sub, constitutes a the other parties thereto) will constitute the legal, valid and binding obligation agreements of the Company, Company enforceable against the Company in accordance with its their respective terms, except that (i) as such enforcement obligations and their enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought (whether at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Option Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Transactions transactions contemplated hereby and thereby (other than, with respect to the Merger, the Required Shareholder Vote approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of appropriate merger documents the Certificate of Merger as required by Israeli Companies Lawthe DGCL). This Agreement has and the Option Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent the other parties hereto and Merger Subthereto, constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, law affecting the enforceability of creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses generally and to the discretion effect of general principles of equity which may limit the court before which any availability of remedies (whether in a proceeding therefor may be broughtat law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder andhereunder, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the "Transactions"). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock (the "Requisite Stockholder Vote") and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) by principles of equity regarding the remedy availability of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and subject to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Voteterms and conditions hereof, to consummate the Transactions. The executiontransactions contemplated hereby (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company in accordance with the applicable provisions of the DGCL). The execution and delivery of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the Required Shareholder Vote approval and adoption of this Agreement and the filing and recordation transactions contemplated hereby by the stockholders of appropriate merger documents as required by Israeli Companies Lawthe Company in accordance with the applicable provisions of the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of each of Purchaser and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated by this Agreement, including all actions required to be taken by the Company hereunder in connection with the Merger and the Offer. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated by this Agreement (other than, with respect to the Merger, the Required Shareholder Vote approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares and the filing of the Certificate of Merger). The affirmative vote of the holders of Nonvoting Shares is not required for the approval and recordation adoption of appropriate merger documents as required this Agreement. The Company has elected, pursuant to Article Eleventh of its Restated Certificate of Incorporation, not to be governed by Israeli Companies Section 203 of the Delaware Law); accordingly, none of the Offer, the Merger or the other transactions contemplated by this Agreement are subject to such Section 203. This Agreement and has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power power, authority and authority capacity to execute enter into this Agreement and deliver all other agreements and instruments to be executed by the Company as contemplated by this AgreementAgreement and (subject to obtaining the Required Shareholder Approval, the Amendment Interim Order and the Amendment Final Order in the manner contemplated herein) to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionsand under such agreements and instruments. The execution, execution and delivery and performance of this Agreement by the Company and the consummation performance by the Company of the Transactions its obligations under this Agreement have been duly and validly authorized by all necessary corporate actionthe Company Board and, except for obtaining the Required Shareholder Approval, the approval of the CSE in respect of the Amended Arrangement, the Amendment Interim Order and the Amendment Final Order in the manner contemplated herein and filing of the Required Filings with the Registrar, no other corporate proceedings on the its part of the Company are necessary to authorize this Agreement or to consummate the Transactions (Amended Arrangement, other than, with respect to the Merger, the Required Shareholder Vote Circular and other matters relating thereto and the filing and recordation approval of appropriate merger documents as required by Israeli Companies Law)the Company Board. This Agreement has been duly executed and delivered by the Company andCompany, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except subject to the qualification that (i) such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Lawslaws of general application relating to or affecting rights of creditors and that equitable remedies, now or hereafter in effectincluding specific performance, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to are within the discretion of the court before which any proceeding therefor may be broughta court.

Authority Relative to this Agreement. (a) The board of directors of the Company has all necessary declared this Agreement and the Merger to be advisable and has unanimously (with one abstention) recommended that the stockholders of the Company adopt this Agreement and the Merger, and the Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance upon adoption of this Agreement by the Company stockholders of the Company, to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to than the Merger, the Required Shareholder Vote adoption of this Agreement and the filing and recordation Merger by the stockholders of appropriate merger documents as required by Israeli Companies Lawthe Company in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery by binding agreement of Parent and Merger Sub, constitutes a legal, the valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject subject, as to applicable enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company has all the necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject in the case of the Merger to obtaining Company Stockholder Approval (or if applicable, the Required Shareholder VoteDisinterested Stockholder Approval), to consummate the Transactionstransactions contemplated hereby in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company it of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and and, except for obtaining the Company Stockholder Approval (or if applicable, the Disinterested Stockholder Approval), no other corporate proceedings action or corporate proceeding on the part of the Company are is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation consummation by it of appropriate merger documents as required by Israeli Companies Law)the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by Parent and Merger Sub, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable (i) any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy effect of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and to the discretion equity (regardless of the court before which any whether enforceability is considered in a proceeding therefor may be broughtof law or equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andand to consummate the Transactions to be consummated by it (subject, subject in the case of the Merger to obtaining consummation of the Required Shareholder VoteMerger, to consummate the Transactionsreceipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (other thansubject, with respect to in the case of the consummation of the Merger, to the Required Shareholder Vote receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, applicable Laws affecting creditors’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Subject only to the approval of the Company's shareholders described below, the Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the TransactionsTransactions to which it is a party. The execution, execution and delivery and performance of this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of the Merger and the Transactions to which it is a party have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary Company, subject only to authorize the approval of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing Merger by the Company's shareholders under the DGCL and recordation the Company Charter by the affirmative vote of appropriate merger documents as required by Israeli Companies Law)the holders of a majority of outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubPurchaser, as applicable, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, and by general equitable principles (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in and to consummate the case Merger and the other transactions contemplated hereby except that consummation of the Merger to obtaining shall require the Required Shareholder Vote, to consummate requisite approval of the TransactionsCompany's stockholders as contemplated herein. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to the Merger, the Required Shareholder Vote approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)the DGCL) and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubSubsidiary, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or and other similar Laws, now laws and equitable principles relating to or hereafter in effect, affecting limiting creditors’ ' rights generally, generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each ancillary document which the Company has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out the Company's obligations hereunder and thereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the transactions contemplated hereby (including the Transactions). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby (including the Transactions) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to than the Merger, the Required Shareholder Vote approval of this Agreement and the filing and recordation Transactions by a majority of appropriate merger documents as required by Israeli Companies Law)the Company's stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) the remedy by general principles of specific performance equity and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtpublic policy.

Authority Relative to this Agreement. (a) The Company has all necessary Acquiror and Merger Sub have full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Boards of Directors of Acquiror and Merger Sub and no other corporate proceedings on the part of the Company are Acquiror or Merger Sub is necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)transactions so contemplated. This Agreement has been duly and validly executed and delivered by the Company Acquiror and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the CompanyTarget, this Agreement constitutes a valid and binding agreement of Acquiror and Merger Sub, enforceable against the Company Acquiror and Merger Sub in accordance with its terms, terms (except that (i) in all cases as such enforcement enforceability may be subject limited to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar Laws, now or hereafter in effect, laws affecting creditors’ the enforcement of creditor's rights generally, generally and (ii) except that the availability of the equitable remedy of specific performance and or injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion of the any court before which any proceeding therefor may be brought).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case to adoption of this Agreement and the Merger to obtaining by the Required Shareholder Votestockholders of Company, to consummate the Transactionstransactions contemplated hereby (including the Merger). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action, action on the part of Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, than the approval and adoption of this Agreement and the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect to the Merger, the Required Shareholder Vote thereto and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe Certificate of Merger pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Sub, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) the remedy by general principles of specific performance equity and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtpublic policy.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the transactions contemplated hereby and thereby, including, without limitation, all actions required to be taken by the Company hereunder in connection with the Merger, the Offer and the Note Tender Offer (the "Transactions"). The execution, execution and delivery and performance of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Stock Option Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote approval and adoption of this Agreement by the affirmative vote of the stockholders of the Company to the extent required by Delaware Law, the filing of the Certificate of Merger and, with respect to the execution of the Supplemental Indenture, the satisfaction of the Minimum Note Condition). Each of this Agreement and the filing and recordation of appropriate merger documents as required by Israeli Companies Law). This Stock Option Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company Purchaser has all necessary the requisite corporate power power, authority and authority capacity to execute enter into this Agreement and deliver this Agreement, to perform its obligations hereunder andand to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement, subject in the case performance by the Purchaser of its obligations hereunder and the completion by the Purchaser of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance of transactions contemplated by this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, the Purchaser Board and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize the execution and delivery by it of this Agreement or to consummate the Transactions (other than, with respect to the MergerAgreement, the Required Shareholder Vote and performance by the filing and recordation Purchaser of appropriate merger documents as required its obligations hereunder, the completion of the Arrangement or the completion by Israeli Companies Law)the Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution Purchaser and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar Laws, now or hereafter in effect, affecting the availability of equitable remedies and the enforcement of creditors’ ' rights generally, generally and (ii) general principles of equity and public policy and to the remedy of qualification that equitable remedies such as specific performance and injunctive and other forms of equitable relief injunction may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder andhereunder, subject and to complete the Arrangement in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionsaccordance with this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company completion of the Transactions Arrangement in accordance with this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate complete the Transactions Arrangement in accordance with this Agreement (other than, than the required court approvals to complete the Arrangement and the approval of the Arrangement Resolution by the holders of the outstanding Company Common Shares and Company Preferred Shares entitled to vote with respect to thereto at the MergerCompany Shareholders' Meeting in the manner set forth in the Interim Order, the Required Shareholder Vote and the filing and recordation certification of appropriate merger documents the Articles of Arrangement as required by Israeli Companies Lawthe CBCA, and receipt of the Interim Order and the Final Order). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties , constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability hereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) by principles of equity regarding the remedy availability of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power power, authority and authority capacity to execute enter into this Agreement and deliver this Agreement(subject to obtaining the approval of the Nomad Shareholders of the Arrangement Resolution, the Interim Order and the Final Order as contemplated in Section 2.2) to perform its obligations hereunder and, subject in and to complete the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionstransactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation completion by the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, the Nomad Board and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or to consummate the Transactions (other than, with respect to the MergerAgreement, the Required Shareholder Vote performance by the Company of its obligations hereunder, or the completion of the Arrangement or, subject to obtaining the approval of the Nomad Shareholders of the Arrangement Resolution, the Interim Order and the filing and recordation Final Order as contemplated in Section 2.2, the completion by the Company of appropriate merger documents as required by Israeli Companies Law)the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar Laws, now or hereafter in effect, affecting the availability of equitable remedies and the enforcement of creditors’ rights generally, generally and (ii) general principles of equity and public policy and to the remedy of qualification that equitable remedies such as specific performance and injunctive and other forms of equitable relief injunction may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andand to consummate the Transactions to be consummated by it (subject, subject in the case of the Merger to obtaining consummation of the Required Shareholder VoteMerger, to consummate the Transactionsreceipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (other thansubject, with respect to in the case of the consummation of the Merger, to the Required Shareholder Vote receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Company Buyer has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Warrant Certificates and to perform fulfill its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionsand thereunder. The execution, execution and delivery and performance of this Agreement by the Company and the consummation Warrant Certificates by Buyer and the Company performance of the Transactions its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate actionthe Executive Committee of the Board of Directors of Buyer, and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement necessary, as a matter of law or to consummate the Transactions (other thanotherwise, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)in connection therewith. This Agreement has been been, and the Warrant Certificates when executed and delivered as provided herein, shall have been, duly and validly executed and delivered by the Company Buyer and, assuming the due authorization, execution and delivery by Parent and Merger Subthis Agreement, constitutes a legalthe valid and binding obligations of PHC, this Agreement constitutes, and the Warrant Certificates will constitute, valid and binding obligation agreements of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their respective terms, except that (ia) as such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ rights generally' rights, and (iib) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the Certificate of Incorporation of the Company and the DGCL, to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the Required Shareholder Vote approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the Certificate of Incorporation of the Company and the filing and recordation of appropriate merger documents as required by Israeli Companies LawDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the License Agreement Amendment, to perform its obligations hereunder and, subject in the case and to consummate all of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the License Agreement Amendment by the Company and the consummation by the Company of all of the Transactions transactions contemplated hereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, in connection with respect to the Merger, adoption of this Agreement by the Required Shareholder Vote holders of a majority of the outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe DGCL). This Each of this Agreement and the License Agreement Amendment has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally, generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The restrictions on business combinations contained in Section 203 of the DGCL have been satisfied with respect to the Offer and the Merger.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by of the transactions contemplated hereby on the part of the Company of the Transactions have been duly and validly authorized by all necessary corporate actionits Board of Directors and the Shareholders, and no other corporate proceedings on the part of the Company are necessary is necessary, as a matter of law or otherwise, to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)transactions so contemplated. This Agreement has been duly and validly executed and delivered by the Company and the Shareholders and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the CompanyBuyer, this Agreement constitutes a valid and binding agreement of such persons or entities, enforceable against the Company them in accordance with its terms, except that (ia) as such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ rights generally' rights, and (iib) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Company, and no other corporate proceedings proceeding on the part of the Company are is necessary to authorize this Agreement or for the Company to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)such transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by Parent and Merger Subbinding obligation of Parent, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding proceedings therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, or thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery This Agreement and performance of this Agreement each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Special Committee and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to than the Merger, approval of the Required Shareholder Vote Merger and the filing adoption of this Agreement by holders of the Shares in accordance with the MBCA and recordation of appropriate merger documents as required by Israeli Companies Law)the Company Articles. This Agreement has been duly and validly executed and delivered by the Company and, assuming that this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Parent and Newco, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, Laws now or hereafter in effect, affecting effect relating to creditors’ rights generally, and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at Law).

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreementdeliver, to and perform its obligations hereunder andunder, this Agreement and the Company Option Agreement, subject in the case of the Merger to obtaining the Required Shareholder Votenecessary approvals of its shareholders and of the High Court as referred to in Section 3.5(b)(i)(B) hereof, to consummate the Transactionsunder applicable law. The execution, execution and delivery and performance of this Agreement by and the Company Option Agreement and the consummation by the Company of the Transactions Scheme and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Company Option Agreement or to consummate the Transactions Scheme or other transactions contemplated hereby and thereby (other thanthan approvals by the Company's shareholders required by applicable law, with respect to the Merger, the Required Shareholder Vote and the filing and recordation making of appropriate merger documents as required by Israeli Companies Lawthe Final Court Order). This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubBuyer, each constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting the enforcement of creditors rights generally or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery approval and performance adoption of this Agreement by the Company holders of Shares representing a majority of the votes which may be cast by holders of the Shares (if required by applicable law) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to than the Merger, adoption of this Agreement by the Required Shareholder Vote and holders of Shares representing a majority of the filing and recordation votes which may be cast by holders of appropriate merger documents as Shares (if required by Israeli Companies Lawapplicable law)). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorizationthis Agreement has been duly authorized, execution executed and delivery delivered by each of Parent and Merger SubPurchaser, this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company Company, and the consummation by the Company of the Transactions transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, the Board and no other corporate or stockholder proceedings on the part of the Company are necessary required to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to the MergerMerger and to the extent required by Delaware Law, (i) the Required Shareholder Vote adoption of this Agreement by the affirmative vote of the holders entitled to cast a majority of the votes represented by the outstanding Common Stock and Series C Preferred Stock and (ii) the filing and recordation of appropriate merger documents as required by Israeli Companies the Certificate of Merger in accordance with Delaware Law). This Agreement has been duly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by Royal Ahold, Parent and Merger Sub, Purchaser) constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting relating to creditors’ ' rights generally, generally and (ii) the remedy equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote approval and adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Israeli Companies Delaware Law). This Agreement has been duly 19 15 executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of Delaware Law shall not apply to the Merger, provided that such transactions are consummated in accordance with the terms hereof.

Authority Relative to this Agreement. (a) The Company Each of Purchaser and Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe respective Boards of Directors of Purchaser and Sub, and the stockholder of Sub, and no other corporate proceedings on the part of the Company Purchaser or Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Purchaser and Sub and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Purchaser and Sub, enforceable against the Company each of Purchaser and Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereunder. The execution, execution and delivery and performance of this Agreement by the Company Purchaser and the consummation purchase of the Shares as provided in Section 2.01 hereof by the Company of the Transactions Purchaser hereunder have been duly and validly authorized by all necessary corporate action, action of the Purchaser and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to purchase of the Merger, Shares by the Required Shareholder Vote and the filing and recordation of appropriate merger documents Purchaser as required by Israeli Companies Law)contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a the legal, valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, terms (except that (i) in each such enforcement case as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar Laws, laws now or hereafter in effect, effect relating to or affecting creditors’ ' rights generally, generally and (ii) to the extent that the remedy of specific performance and injunctive and other forms of equitable relief may be are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought and except as rights to indemnity and contribution under Section 5.07 may be limited by Federal or state securities laws).

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger only to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery approval and performance adoption of this Agreement by the holders of shares of Company Common Stock representing a majority of the votes that may be cast by holders of such shares, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to than the Merger, approval of this Agreement by the Required Shareholder Vote and holders of shares of Company Common Stock representing a majority of the filing and recordation votes that may be cast by holders of appropriate merger documents as required by Israeli Companies Lawsuch shares). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorizationthis Agreement has been duly authorized, execution executed and delivery delivered by each of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The executionExcept as set forth in Section 3.04(a) of the Company Disclosure Schedule, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the Required Shareholder Vote adoption of this Agreement by the affirmative vote of a majority of the combined voting power of the outstanding Shares entitled to vote thereon and the filing and recordation of appropriate merger documents as required by Israeli Companies Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now Laws affecting or hereafter relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any a proceeding therefor may be broughtat law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary the requisite corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with respect to the Merger, the Required Shareholder Vote DGCL and the filing Company's Certificate of Incorporation and recordation of appropriate merger documents as required by Israeli Companies LawBy-Laws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that as such enforceability may be limited or affected by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar Lawslaws (including, without limitation, court decisions) now or hereafter in effecteffect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, affecting creditors’ rights generally, and (ii) the remedy refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and other forms (iii) general principles of equitable relief may be subject to equitable defenses and to the discretion equity (regardless of the court before which any whether such remedies are sought in a proceeding therefor may be broughtin equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the TransactionsMerger. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate actionaction of the Company other than the adoption of this Agreement by the Company's stockholders in accordance with the DGCL and the Company Charter Documents, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other thanthan the adoption of this Agreement by the Company's stockholders in accordance with the DGCL, with respect including, to the Mergerextent applicable, Section 203 of the Required Shareholder Vote DGCL ("Section 203") and the Company Charter Documents and the filing and recordation of the appropriate merger documents as required by Israeli Companies Lawwith respect to the Merger in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent NBC and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the extent limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance, or other similar Laws, now or hereafter in effect, Laws affecting creditors’ the rights of creditors generally, and (ii) to the remedy of specific performance and injunctive and other forms extent that the availability of equitable relief remedies may be subject to limited by equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples.

Authority Relative to this Agreement. (a) The Company has all necessary ------------------------------------ the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, consummate the transactions contemplated hereby (subject in to the case approval of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the BCA and the Company's Articles of Incorporation). This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with respect to the Merger, the Required Shareholder Vote BCA and the filing and recordation Company's Articles of appropriate merger documents as required by Israeli Companies LawIncorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject subject, as to applicable enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company Buyer has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the CVR Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the CVR Agreement by the Company Buyer and the consummation by the Company Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Buyer, and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement and the CVR Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)thereby. This Agreement has been, and the CVR Agreement shall have been on the Closing Time, duly and validly executed and delivered by the Company Buyer and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid constitute legal and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their respective terms, except to the extent that (i) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Lawsaffecting creditor rights, now (ii) the enforcement thereof may be limited by general equitable principles (regardless of whether such enforcement is considered in a proceeding at law or hereafter in effect, affecting creditors’ rights generallyequity), and (iiiii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case to receipt of the Merger to obtaining the Required Company Shareholder VoteApproval, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other than, notices or filings required under the ICL with respect to the consummation of the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Merger SubGuarantor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the TransactionsMerger. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to than the Merger, approval and adoption of this Agreement by the Required Shareholder Vote holders of a majority of the then-outstanding Shares and the filing and recordation of appropriate merger documents as required by Israeli Companies Delaware Law). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally, and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The restrictions on business combinations contained in Section 203 of Delaware Law have been satisfied with respect to the Merger.

Authority Relative to this Agreement. (a) The T3.5 he Company has all necessary full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each ancillary document which the Company has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out the Company's obligations hereunder and thereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionstransactions contemplated hereby (including the Transaction). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby (including the Transaction) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to than the Merger, the Required Shareholder Vote approval of this Agreement and the filing and recordation Transaction by a majority of appropriate merger documents as required by Israeli Companies Law)the Company's stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) the remedy by general principles of specific performance equity and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtpublic policy.

Authority Relative to this Agreement. (a) The Company Parent has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company Parent and the consummation by the Company Parent of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (including any actions of Parent’s stockholders) on the part of the Company Parent are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and except for the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe Certificate of Merger with the DSOS). This Agreement has been duly and validly executed and delivered by the Company Parent and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power execution and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are Purchaser and Merger Sub and no other corporate proceeding is necessary to authorize for the execution and delivery of this Agreement by the Purchaser or to consummate the Transactions (other than, with respect to the MergerMerger Sub, the Required Shareholder Vote performance by the Purchaser and Merger Sub of their respective obligations hereunder and 10 15 thereunder and the filing and recordation consummation by the Purchaser or Merger Sub of appropriate merger documents as required by Israeli Companies Law)the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Purchaser and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyPurchaser and Merger Sub, enforceable against the Company Purchaser and Merger Sub in accordance with its terms, except that (i) such enforcement the enforceability hereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter hereinafter in effect, affecting creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power execution and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, ------------------------------------ delivery and performance of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are Purchaser and Merger Sub and no other corporate proceeding is necessary to authorize for the execution and delivery of this Agreement by the Purchaser or to consummate the Transactions (other than, with respect to the MergerMerger Sub, the Required Shareholder Vote performance by the Purchaser and Merger Sub of their respective obligations hereunder and thereunder and the filing and recordation consummation by the Purchaser or Merger Sub of appropriate merger documents as required by Israeli Companies Law)the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Purchaser and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyPurchaser and Merger Sub, enforceable against the Company Purchaser and Merger Sub in accordance with its terms, except that (i) such enforcement the enforceability hereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter hereinafter in effect, affecting creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company is a ------------------------------------ corporation duly organized and validly existing under the laws of the State of Delaware. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Company, and no other corporate proceedings proceeding on the part of the Company are is necessary to authorize this Agreement or for the Company to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)such transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by Parent and Merger Subbinding obligation of Parent, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding proceedings therefor may be brought.

Authority Relative to this Agreement. (a) The Company Advantage has all necessary ------------------------------------ requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby on the part of Advantage have been duly and validly authorized by all necessary corporate actionits Board of Directors and the Shareholder, and no other corporate proceedings on the part of the Company are necessary Advantage is necessary, as a matter of law or otherwise, to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)transactions so contemplated. This Agreement has been duly and validly executed and delivered by Advantage and the Company Shareholder and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the CompanyBuyer, this Agreement constitutes a valid and binding agreement of such persons or entities, enforceable against the Company them in accordance with its terms, except that (ia) as such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ rights generally' rights, and (iib) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Subject only to the requisite ------------------------------------ approval of the Acquisition by the shareholders of the Company, the holders of Company Options, and the holders of Company Warrants, the Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance by the Company of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary corporate actionaction by the Board of Directors of the Company, and no other corporate proceedings action on the part of the Board of Directors of the Company are necessary is required to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation consummation by the Company of appropriate merger documents as required by Israeli Companies Law)the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Parent, CDN2 and Merger Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Laws relating to the discretion enforcement of the court before which any proceeding therefor may be broughtcreditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, and (subject in to approval and adoption of this Agreement by the case of Company's stockholders to the Merger to obtaining the Required Shareholder Vote, extent required by applicable law) to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote approval and adoption of this Agreement by the holders of two-thirds of the then-outstanding Securities entitled to vote thereon, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Israeli Companies New York Law). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Lawslaws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). At a meeting duly called and held on June 5, now or hereafter 2000, the Board approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in effect, affecting creditors’ rights generally, and (ii) the remedy Section 912 of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and New York Law shall not apply to the discretion of the court before which any proceeding therefor may be broughtMerger.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the other Transaction Documents, and all other instruments, certificates and agreements delivered or required to be delivered pursuant to this Agreement to which the Company is a party, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The executionWith the exception of the Required Stockholder Consent, the execution and delivery and performance by the Company of this Agreement by and the Company other Transaction Documents to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or such Transaction Documents or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)thereby. This Agreement and the other Transaction Documents to which it is a party has been duly and validly executed and delivered by the Company and, assuming Company. This Agreement and the due authorization, execution and delivery by Parent and Merger Sub, other Transaction Documents to which it is a party constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of generally or by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples.

Authority Relative to this Agreement. (a) The Company has all necessary corporate Partnership and Sub have full partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Partnership and Sub of this Agreement by the Company Agreement, and the consummation by the Company them of the Transactions transactions contemplated hereby, have been duly and validly authorized by all necessary corporate actionthe Partnership GP (for itself in its capacity as the general partner of Partnership, for itself or on behalf of Sub), and no other corporate partnership proceedings on the part of the Company Partnership and Sub are necessary to authorize the execution, delivery and performance by the Partnership and Sub of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation consummation by it of appropriate merger documents as required by Israeli Companies Law)the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company andPartnership and Sub and constitutes, assuming and each other agreement, instrument or document executed or to be executed by the due authorizationPartnership and Sub in connection with the transactions contemplated hereby has been, execution or when executed will be, duly executed and delivery delivered by Parent the Partnership or Sub and Merger Subconstitutes, constitutes or when executed and delivered will constitute, a legal, valid and legally binding obligation of the Company, Partnership or Sub enforceable against the Company Partnership or Sub in accordance with its their respective terms, except that such enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally, generally and (ii) equitable principles which may limit the remedy availability of certain equitable remedies (such as specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.performance) in certain instances

Authority Relative to this Agreement. (a) The Company has all the necessary corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject in to the case filing of the Merger to obtaining Certificate as required by the Required Shareholder VoteDGCL, to consummate the Transactionscarry out its obligations hereunder. The executionSeller has the necessary competency, power and authority to enter into this Agreement and carry out the obligations hereunder. The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate and the Transactions (other thanSeller and, with respect subject to the Merger, filing of the Required Shareholder Vote and the filing and recordation of appropriate merger documents Merger Certificate as required by Israeli Companies Law)the DGCL, no other corporate proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Seller and, assuming the due authorization, execution and delivery of this Agreement by Parent Buyer and Merger Buyer Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that (ia) such enforcement the enforceability hereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter hereinafter in effect, affecting creditors’ rights generally, and (iib) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered at a proceeding therefor may be broughtat law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Contemplated Transactions. The execution, execution and delivery and performance of this Agreement by the Company Company, the Transaction Documents and the consummation by the Company of the Contemplated Transactions have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Transaction Documents or to consummate the Transactions (other thanContemplated Transactions, with respect to the Mergerincluding, if necessary, the Required Shareholder Vote approval of this Agreement by all Shareholders in accordance with the Governing Corporate Law and the filing Company’s Certificate of Incorporation and recordation of appropriate merger documents Bylaws, as required by Israeli Companies Law)amended to date. The Board has unanimously approved this Agreement and the Contemplated Transactions and declared their advisability. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorizationwhen duly authorized, execution executed and delivery by Parent and Merger Subdelivered to all other parties hereto, constitutes will constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability against the Company may be subject to limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar Laws, now laws affecting the enforcement of creditors' rights and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Junior Convertible Note and the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby to which it is a party. The execution, execution and delivery and performance of this Agreement and the Junior Convertible Note by the Company Company, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the Junior Convertible Note or to consummate the Transactions (other than, with respect transactions contemplated pursuant to this Agreement or the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)Junior Convertible Note. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and, when executed by the Company at the closing, each of the Junior Convertible Note and the Registration Rights Agreement will have been duly and validly executed and delivered by the Company, and will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that except, in each case, to the extent such enforceability may be limited by (i) such enforcement may be subject laws relating to specific performance, injunctive relief or other equitable remedies and (ii) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws of general application relating to or hereafter in effect, affecting the enforcement of creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary Buyer, the Sub and Cendant have the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the MergerBuyer, the Required Shareholder Vote Sub and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)Cendant. This Agreement has been duly and validly executed and delivered by the Company andBuyer, the Sub and Cendant and (assuming this Agreement has been duly authorized, executed and delivered by the due authorization, execution Seller and delivery by Parent and Merger Sub, the Seller Shareholders) constitutes a legal, valid and binding obligation agreement of the CompanyBuyer, the Sub and Cendant, enforceable against the Company Buyer, the Sub and Cendant in accordance with its terms, except that (ia) such enforcement may be subject to applicable any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Lawslaws, now or hereafter in effect, affecting relating to or limiting creditors’ ' rights generally, generally and (iib) enforcement of this Agreement, including, among other things, the remedy of specific performance and injunctive and other forms of equitable relief relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Merger and the other transactions contemplated by this Agreement to be consummated by the Company (the "Other Transactions"). The Assuming the accuracy of Parent's representations and warranties in Section 4.10, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions (other than, with respect than the adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Company Common Stock entitled to the Merger, the Required Shareholder Vote vote thereon and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe Certificate of Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, with respect to than the Merger, approval and adoption of this Agreement and the Required Shareholder Vote Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe DGCL and the filings described in Section 3.06(b)). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generallygenerally and subject, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject as to equitable defenses and enforceability, to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Deposit Agreement, to perform its obligations hereunder and thereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Company Vote to consummate the Transactions. The affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding shares of Company Common Stock (the “Required Company Vote”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other Transactions. The execution, delivery and performance of this Agreement and the Deposit Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Deposit Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Company Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe Nevada Revised Statutes). This Each of this Agreement and the Deposit Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to obtaining the Company Stockholders' Approval, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly approved by the Board of Directors of the Company, the Board of Directors of the Company has recommended adoption of this Agreement by the stockholders of the Company and validly authorized by all necessary corporate actiondirected that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate by the Transactions (Company and the consummation by the Company of the transactions contemplated hereby, other than, with respect than obtaining the Company Stockholders' Approval if and to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as extent required by Israeli Companies Law)applicable law. This Agreement has been duly and validly executed and delivered by the Company and, assuming subject to the due authorization, execution and delivery by Parent and Merger Subobtaining of the Company Stockholders' Approval, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtat law).

Authority Relative to this Agreement. (a) The board of directors ------------------------------------ of the Company has all necessary declared this Agreement and the Merger to be advisable and has unanimously recommended that the stockholders of the Company adopt this Agreement and approve the Merger, and the Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance upon approval of this Agreement by the Company stockholders of the Company, to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to than the Merger, the Required Shareholder Vote approval of this Agreement and the filing and recordation approval of appropriate merger documents as required the Merger by Israeli Companies Lawthe stockholders of the Company in accordance with the TBCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery by binding agreement of Parent and Merger Sub, constitutes a legal, the valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject subject, as to applicable enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any equity (regardless of whether that enforceability is considered in a proceeding therefor may be broughtat law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is (or is specified to be) a party, to perform its obligations hereunder and thereunder and, subject in to receiving the case of the Merger to obtaining the Required Shareholder VoteCompany Stockholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Transactions (other than, with respect to the MergerMergers, the Required Shareholder Vote Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe DGCL). This Agreement and each Ancillary Agreement to which the Company is (or is specified to be) a party has been or will be (upon execution and delivery) duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto or thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws of general application affecting enforcement of creditors’ rights generally, and subject, as to enforceability, by general equitable principles (ii) the remedy “Remedies Exceptions”). The Company Board has approved this Agreement, the Mergers and the other Transactions. To the knowledge of specific performance and injunctive and the Company, no other forms of equitable relief may be subject to equitable defenses and state takeover Law is applicable to the discretion of Mergers or the court before which any proceeding therefor may be broughtother Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to obtaining the Company Stockholders' Approval (as defined in Section 6.03), to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized approved by all necessary corporate actionthe Board of Directors of the Company, the Board of Directors of the Company has recommended adoption of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate by the Transactions (other than, with respect to the Merger, the Required Shareholder Vote Company and the filing and recordation consummation by the Company of appropriate merger documents as required by Israeli Companies Law)the transactions contemplated hereby, other than obtaining the Company Stockholders' Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming subject to the due authorization, execution and delivery by Parent and Merger Subobtaining of the Company Stockholders' Approval, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtat law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and each Seller have full power, capacity and authority to execute and deliver this Agreement, Agreement and each other Transaction Document to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby (the "CONTEMPLATED TRANSACTIONS"). The execution, execution and delivery and performance of this Agreement by and the consummation of the Contemplated Transactions to which the Company and the consummation by the Company of the Transactions such Seller is a party have been duly and validly authorized by all necessary corporate action, the Company or such Seller and no other corporate proceedings on the part of the Company or such Seller (or any other person) are necessary to authorize the execution and delivery by the Company or such Seller of this Agreement or the consummation of the Contemplated Transactions to consummate which the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)Company or each Seller is a party. This Agreement has and the other Transaction Documents to which the Company or such Seller is a party have been duly and validly executed and delivered by the Company andor such Seller, and (assuming the due authorization, valid execution and delivery thereof by Parent and Merger Sub, constitutes a the other parties thereto) constitute the legal, valid and binding obligation agreements of the Company, Company and such Seller enforceable against the Company and such Seller in accordance with its terms, their respective terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought (whether at law or in equity).

Authority Relative to this Agreement. (a) The Company Each of the Companies has all necessary requisite corporate authority and power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions provided for herein. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Boards of Directors of each of the Companies and no other corporate proceedings on the part of the any Company are is necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Company and, assuming this Agreement has been duly authorized, executed and delivered by the Company andBuyer, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation agreement of the each Company, enforceable against the each such Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, than the adoption of this Agreement by the holders a majority of the outstanding shares of Common Stock entitled to vote in accordance with respect to the Merger, the Required Shareholder Vote Delaware Law and the filing Company's Certificate of Incorporation and recordation of appropriate merger documents as required by Israeli Companies LawBy-Laws (the "Requisite Company Vote"). The Board and the Special Committee approved this Agreement and the transactions contemplated hereby and declared the advisability thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Acquisition Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses generally and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary the requisite corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with respect to the Merger, the Required Shareholder Vote DGCL and the filing Company's Certificate of Incorporation and recordation of appropriate merger documents as required by Israeli Companies LawBy-Laws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that as such enforceability may be limited or affected by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar Lawslaws (including, without limitation, court decisions) now or hereafter in effecteffect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, affecting creditors’ rights generally, and (ii) the remedy refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and other forms (iii) general principles of equitable relief may be subject to equitable defenses and to the discretion equity (regardless of the court before which any whether such remedies are sought in a proceeding therefor may be broughtin equity or at Law).

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the TransactionsTransaction contemplated hereby. The execution, Company's board of directors has approved this Agreement and declared its advisability. The execution and delivery and performance by the Company of this Agreement by the Company and the consummation by the Company of the Transactions Transaction contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary corporate actionaction by the Company (save for approval by a general meeting of the Company), and no other corporate proceedings action on the part of the Company are necessary (save for approval by a general meeting of the Company) is required to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation consummation by the Company of appropriate merger documents as required by Israeli Companies Law)the Transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubCrystalix, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company it in accordance with its terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter Laws relating to the enforcement of creditors' rights generally and by general principles of equity. The Transaction and the transfer of shares in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be Purchased Subsidiaries are not subject to equitable defenses and to the discretion any right of the court before which any proceeding therefor may be broughtfirst refusal or other similar rights.

Authority Relative to this Agreement. (a) The Subject only to the requisite approval of the stockholders of Company, Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreements") to which Company is a party; to perform its -------------------- obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder; and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Company of this Agreement and the Ancillary Agreements to which Company is a party and the consummation by Company of the transactions contemplated hereby and thereby, and the performance by Company of its obligations hereunder and thereunder, have been duly and validly authorized unanimously by all necessary action by the Board of Directors of Company, and no other action on the part of the Board of Directors of Company is required to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Company is a party have been or will be, as applicable, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, authorization and valid execution and delivery hereof by Parent and Merger SubSciQuest, each constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Laws relating to the discretion enforcement of the court before which any proceeding therefor may be broughtcreditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each other document, instrument, and certificate referenced herein (each, a “Related Agreement”) to which it is a party, subject to obtaining the requisite stockholder approval to perform its obligations hereunder andand thereunder, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactions. The executionOther than obtaining the requisite stockholder approvals, the execution and delivery and performance of this Agreement and each Related Agreement to which it is a party by the Company Company, and the consummation by the Company of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or such Related Agreements or to consummate the Transactions (Transactions, other than, with respect to the Merger, the Required Shareholder Vote and than the filing and recordation of appropriate merger documents the Certificate of Merger as required by Israeli Companies Law)the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company it in accordance with its terms, terms (except that (i) in all cases as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar Laws, now or hereafter in effect, laws affecting creditors’ the enforcement of creditor’s rights generally, generally and (ii) except that the availability of the equitable remedy of specific performance and or injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion of the any court before which any proceeding therefor may be brought).

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, consummate the transactions contemplated hereby (subject in to the case approval of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the BCA and the Company's Articles of Incorporation). This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with respect to the Merger, the Required Shareholder Vote BCA and the filing and recordation Company's Articles of appropriate merger documents as required by Israeli Companies LawIncorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject subject, as to applicable enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each of the Ancillary Agreements to which it is a party and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)Company. This Agreement has been, and the Ancillary Agreements to which it is a party have been or, if executed after the date hereof and at or prior to the Effective Time, will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Parent each of the other parties hereto and Merger Subthereto, constitutes constitutes, or, in the case of the Ancillary Agreements to which it is a party have been or, if executed after the date hereof and at or prior to the Effective Time, will constitute, legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that (i) such enforcement as the same may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The At the Closing, the Company has all necessary corporate power will have full power, capacity and authority to execute and deliver this Agreementeach Transaction Document to which it is or, to perform its obligations hereunder andat Closing, subject in the case of the Merger to obtaining the Required Shareholder Votewill be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company are, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action, the Company and no other corporate proceedings acts by or on the part behalf of the Company are will be necessary or required to authorize this Agreement or to consummate the Transactions (other thanexecution, with respect to delivery and performance by the Merger, the Required Shareholder Vote Company of each Transaction Document and the filing and recordation consummation of appropriate merger documents as required by Israeli Companies Law)the Contemplated Transactions to which it, is or, at Closing, will be, a party. This Agreement has and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and, and (assuming the due authorization, valid execution and delivery thereof by Parent and Merger Sub, constitutes a the other parties thereto) will constitute the legal, valid and binding obligation agreements of the CompanyCompany respectively, enforceable against the Company and Seller in accordance with its their respective terms, except that (i) as such enforcement obligations and their enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ ' rights generally, generally and (ii) except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies is subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be broughtbrought (whether at law or in equity).

Authority Relative to this Agreement. Seller has the corporate power to enter into this Agreement and the agreements in connection with Contemplated Transactions (athe “Transaction Documents”) and to carry out its obligations hereunder and thereunder. The Company has all necessary the corporate power and authority to execute and deliver this Agreemententer into, to perform the extent a party thereto, the agreements in connection with Contemplated Transactions and to carry out its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionsthereunder. The execution, execution and delivery and performance of this Agreement by the Company Seller and the consummation by each of Seller and the Company of the Contemplated Transactions to which such company is a party have been duly and validly authorized by all necessary corporate actionthe respective boards of directors of such company, and no this Agreement and each of the Contemplated Transactions to which such company is party has been approved by (a) Seller as the sole stockholder of the Company and (b) the affirmative vote of holders of a majority of the outstanding shares of Seller Common Stock by written consent. No other corporate proceedings on the part of the Company either such company are necessary to authorize or approve this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)Contemplated Transactions. This Agreement has been duly executed and delivered by constitutes the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the CompanySeller, enforceable against the Company it in accordance with its the Agreement’s terms, except that (i) such enforcement may be subject to applicable laws of general application relating to bankruptcy, insolvency, reorganizationand the relief of debtors and the rules of law governing specific performance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generallyinjunctive relief, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Merger and the other transactions contemplated by this Agreement to be consummated by the Company (the “Other Transactions”). The Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions (other than, with respect than the adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Company Common Stock entitled to the Merger, the Required Shareholder Vote vote thereon and the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe Certificate of Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, or thereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery This Agreement and performance of this Agreement each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Special Committee and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to than the Merger, approval of the Required Shareholder Vote Merger and the filing adoption of this Agreement by holders of the Shares in accordance with the MBCA and recordation of appropriate merger documents as required by Israeli Companies Law)the Company Articles. This Agreement has been duly and validly executed and delivered by the Company and, assuming that this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Parent and Newco, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, Laws now or hereafter in effect, affecting effect relating to creditors’ rights generally, and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to be executed and delivered by Company hereunder, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and such other Transaction Documents by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Company, and no other corporate proceedings or approvals on the part of Company or the stockholders of Company are necessary to authorize this Agreement or such other Transaction Documents or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote transactions contemplated hereby and thereby. The Board of Directors of Company has unanimously approved this Agreement and the filing transactions contemplated hereby and recordation of appropriate merger documents as required by Israeli Companies Law)declared their advisability. This Agreement has and such other Transaction Documents have been or will be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent the other parties thereto (other than Seller), constitute, or upon such execution and Merger Subdelivery by Company will constitute, constitutes a the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally, generally and by general principles of equity relating to enforceability (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtat law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the other Transaction Documents, and all other instruments, certificates and agreements delivered or required to be delivered pursuant to this Agreement to which the Company is a party, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement by and the Company other Transaction Documents to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and and, except as set forth in Section 3.04 of the Company Disclosure Schedule, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or such Transaction Documents or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)thereby. This Agreement and the other Transaction Documents to which it is a party has been duly and validly executed and delivered by the Company and, assuming Company. This Agreement and the due authorization, execution and delivery by Parent and Merger Sub, other Transaction Documents to which it is a party constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of generally or by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples.

Authority Relative to this Agreement. (a) The Company has all the necessary corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject in to the case filing of the Merger to obtaining the Required Shareholder VoteCertificate as required by United Kingdom Law, to consummate the Transactionscarry out its obligations hereunder. The executionStockholder has the necessary competency, power and authority to enter into this Agreement and carry out the obligations hereunder. The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate and the Transactions (other thanStockholder and, with respect subject to the Merger, filing of the Required Shareholder Vote and the filing and recordation of appropriate merger documents Merger Certificate as required by Israeli Companies the United Kingdom Law), no other corporate proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent Buyer and Merger Buyer Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that (ia) such enforcement the enforceability hereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter hereinafter in effect, affecting creditors’ rights generally, and (iib) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered at a proceeding therefor may be broughtat law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in accordance with and upon the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionsterms and conditions set forth herein. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Transactions, to which the Company is a party, have been duly and validly authorized by all necessary corporate actionmembers of Company Audit Committee, all members of the Company Board and, subject to (i) obtaining the Company Shareholder Approval and (ii) the filing and recordation of appropriate documents related to the Second Merger as required by the ICL, no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxxxx, Parentco, Merger Sub I and Merger SubSub II, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; provided, except that (i) such enforcement the enforceability hereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, generally and (ii) by general principles of equity affecting the remedy availability of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to remedies (the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andconsummate the transactions contemplated hereby, subject in to the case approval and adoption of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement by holders of the Company Shares in accordance with the DGCL and the Company Stockholders Agreement. This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the Required Shareholder Vote adoption of this Agreement by holders of the Company Shares in accordance with the DGCL and by the filing and recordation holders of appropriate merger documents as required by Israeli Companies Lawthe Company Series A Preferred in accordance with the Company Stockholders Agreement). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Purchaser and Newco, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ rights generally, generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law).

Authority Relative to this Agreement. (a) The Company has all the necessary corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject in to the case filing of the Certificate of Merger to obtaining and the Required Shareholder VoteArticles of Merger as required by Louisiana Law, to consummate the Transactionscarry out its obligations hereunder. The executionStockholders have the necessary competency, power and authority to enter into this Agreement and carry out the obligations hereunder The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate and the Transactions (other thanStockholders and, with respect subject to the Merger, filing of the Required Shareholder Vote Certificate of Merger and the filing and recordation Articles of appropriate merger documents Merger as required by Israeli Companies Louisiana Law), no other corporate proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders and, assuming the due authorization, execution and delivery of this Agreement by Parent Buyer and Merger Buyer Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that (ia) such enforcement the enforceability hereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter hereinafter in effect, affecting creditors’ rights generally, and (iib) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered at a proceeding therefor may be broughtat Law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement, to perform carry out its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company it of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors, the Board of Directors has requested that stockholders of the Company holding a majority of voting shares entitled to vote on the Merger execute and deliver a written consent to this Agreement and the Merger immediately following the execution and delivery hereof, and, assuming that such written consent is executed and delivered, no other corporate action or proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, and (ii) the remedy generally or to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company has Parent and the Purchaser have all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its their respective obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by Parent and the Company Purchaser, the performance of their obligations hereunder and the consummation by Parent and the Company Purchaser of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate actionthe Parent Board, the Purchaser Board and by the sole shareholder of the Purchaser, and no other corporate proceedings on the part of Parent or the Company Purchaser are necessary to authorize approve or adopt this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect than the filing of the Articles of Merger pursuant to the Merger, requirements of the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies LawOBCA). This Agreement has been duly and validly executed and delivered by Parent and the Company Purchaser and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of Parent and the CompanyPurchaser, enforceable against the Company them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case to receipt of the Merger to obtaining the Required Company Shareholder VoteApproval, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other than, notices or filings required under the ICL with respect to the consummation of the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company Company, and the consummation by the Company of the Transactions transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, the Board and no other corporate or stockholder proceedings on the part of the Company are necessary required to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to the MergerMerger and to the extent required by the DGCL, (i) the Required Shareholder Vote adoption of this Agreement by the affirmative vote of the holders entitled to cast a majority of the votes represented by the outstanding Common Stock and (ii) the filing and recordation of appropriate merger documents as required by Israeli Companies Law)the Certificate of Merger in accordance with the DGCL. This Agreement has been duly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, Purchaser) constitutes a legal, the valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (ix) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting relating to creditors’ ' rights generally, generally and (iiy) the remedy equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject in to the case approval of this Agreement and the transactions contemplated hereby by the holders of the Merger to obtaining the Required Shareholder VoteCommon Shares, to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action, the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the Required Shareholder Vote approval and adoption of the filing Merger and recordation this Agreement by the affirmative vote of appropriate merger documents as required by Israeli Companies Lawthe holders of a majority of the Common Shares then outstanding). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws af- fecting or hereafter in effect, affecting relating to the enforcement of creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate requisite power and authority (including corporate authority and power) to execute and deliver this Agreement, Agreement and the other Transaction Documents to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, which it is a party and to consummate the Transactionstransactions provided for herein. The execution, execution and delivery and performance of this Agreement by and the Company other Transaction Documents to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the other Transaction Documents to which it is a party or to consummate the Transactions (other thantransactions contemplated hereby except for the consent and approval of the stockholders of the Company as set forth in SECTION 5.13. Subject to obtaining such stockholder consent and approval, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law). This this Agreement has been duly and validly executed and delivered by the Company Company, and, assuming this Agreement has been duly authorized, executed and delivered by the due authorizationPurchaser, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other similar Laws, Laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to (i) execute and deliver this Agreement, to perform its obligations hereunder and, subject in and (ii) assuming the case approval of the adoption of the Agreement and the approval of the Merger to obtaining by at least a majority of the Required Shareholder Voteoutstanding shares of Company Common Stock and 70% of the outstanding shares of Company Preferred Stock at the Company Special Meeting or any adjournment or postponement thereof in accordance with the DGCL, to consummate the TransactionsMerger and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company Agreement, and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby, have been duly and validly authorized by all necessary corporate actionthe board of directors of Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the Required Shareholder Vote approval of the adoption of the Agreement and approval of the filing Merger by at least a majority of the outstanding shares of Company Common Stock and recordation 70% of appropriate merger documents as required by Israeli Companies Lawthe outstanding shares of Company Preferred Stock at the Company Special Meeting or any adjournment or postponement thereof in accordance with the DGCL). This The Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of generally or by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples.

Authority Relative to this Agreement. (a) The Each Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the each Company and the consummation by the each Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the either Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)transactions so contemplated. This Agreement has been duly and validly executed and delivered by the each Company and each Holder and, assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes a the legal, valid and binding obligation of the Companyeach Company and each Holder, enforceable against each of the Company Companies and each Holder in accordance with its terms, except that as the enforceability thereof may be limited by (i) such enforcement may be subject to applicable the effect of bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws, laws now or hereafter in effect, effect relating to or affecting creditors’ the rights and remedies of creditors generally, and (ii) the remedy effect of specific performance general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to the adoption of this Agreement by the affirmative vote of a majority of the voting power of the shares of Company Common Stock entitled to vote on the matter, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (Merger and the other than, with respect to transactions contemplated by this Agreement other than the Merger, the Required Shareholder Vote vote of Company's Stockholders and the filing and recordation of appropriate merger documents the Certificate of Merger with the Secretary of State of Delaware as required by Israeli Companies Law)the DGCL. The Board of Directors of Company has declared the Merger advisable and in the best interest of Company and its Stockholders and recommended the adoption of this Agreement by the Stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Lawslaws, now or hereafter in effect, affecting relating to or limiting creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power power, authority and authority capacity to execute enter into this Agreement and deliver this Agreement(subject to obtaining the approval of the Company Shareholders and Company Optionholders of the Arrangement Resolution, the Interim Order and the Final Order as contemplated in Section 2.2) to perform its obligations hereunder and, subject in and to complete the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionstransactions contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation completion by the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or or, subject to consummate obtaining the Transactions (other than, with respect to approval of the MergerCompany Shareholders and Company Optionholders of the Arrangement Resolution and the Interim Order and the Final Order as contemplated in Section 2.2, the Required Shareholder Vote and performance by the filing and recordation Company of appropriate merger documents as required its obligations hereunder, the completion of the Arrangement or the completion by Israeli Companies Law)the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar Laws, now or hereafter in effect, affecting the availability of equitable remedies and the enforcement of creditors’ rights generally, generally and (ii) general principles of equity and public policy and to the remedy of qualification that equitable remedies such as specific performance and injunctive and other forms of equitable relief injunction may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Escrow Agreement (as defined in Section 8.01(c)), to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Escrow Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Escrow Agreement or to consummate the Transactions transactions contemplated hereby or thereby (other than, with respect to the Merger, the Required Shareholder Vote and than the filing and recordation of appropriate merger documents the Certificate of Merger as required by Israeli Companies Lawthe Delaware Code). This Agreement has been been, and the Escrow Agreement will be, duly and validly executed and delivered by the Company andCompany. This Agreement constitutes, and the Escrow Agreement will constitute, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, constitutes a the legal, valid and binding obligation obligations of the Company, enforceable against the Company it in accordance with its their respective terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now laws affecting the enforcement of creditors' rights generally or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute deliver this Agreement and deliver to perform its covenants and obligations hereunder. The execution and delivery by the Company of this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, other than the approval of this Agreement or to consummate and the Transactions (other thantransactions contemplated hereby, with respect to including the Merger, by holders of a majority of the Required Shareholder Vote and Company Stock voted at the filing and recordation Company Special Meeting or by Written Consent, including by a majority of appropriate merger documents as required by Israeli Companies Laweach class of shares of capital stock of the Company (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and (ii) the remedy fair dealing, regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtwhether enforcement is sought in equity or at law.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and, subject in to receiving the case of the Merger to obtaining the Required Shareholder VoteCompany Stockholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and Company Stockholder Approval, which the Written Consent shall satisfy, and, with respect to the Merger only, the filing and recordation of appropriate merger documents as required by Israeli Companies Lawthe FBCA). This Agreement and each other Transaction Document to which the Company is a party and has executed has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent IAC and Merger SubSub and the other parties thereto, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws of general application affecting enforcement of creditors’ rights generally, generally and by general equitable principles (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and “Remedies Exceptions”). No state takeover Law or similar restrictions are applicable to the discretion of Merger or the court before which any proceeding therefor may be broughtother Transactions.

Authority Relative to this Agreement. (a) The Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Merger and the other transactions contemplated by this Agreement to be consummated by the Company or the Surviving Corporation (the "Other Transactions"). The execution, delivery ------------------ and performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions (other than, with respect than the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the then-outstanding shares of Common Stock entitled to vote thereon (the Merger, the Required "Company Shareholder Vote Approval") and the filing and recordation ---------------------------- of appropriate merger documents as required by Israeli Companies Lawthe MBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ ' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company it of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or to consummate the Transactions consummation by the Company of the transactions contemplated hereby (other than, with respect to the Merger, the Required Shareholder Vote approval of this Agreement and the filing and recordation Merger by the stockholders of appropriate merger documents as the Company, to the extent required by Israeli Companies Lawapplicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms except that (i) such enforcement as its obligations may be subject to applicable affected by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar Lawslaws, now or hereafter in effect, affecting by equitable principles relating to or limiting creditors’ ' rights or remedies generally, and (ii) that the remedy remedies of specific performance and injunctive performance, injunction and other forms of equitable relief may be are subject to certain tests of equity jurisdiction, equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to execute which it is a party; and deliver this Agreement, to perform its (b) carry out the Company’s obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and thereunder and to consummate the TransactionsTransactions to which it is a party. The execution, execution and delivery and performance by the Company of this Agreement by and the Company other Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to which it is a party have been duly and validly authorized by all necessary corporate actionthe Company’s board of directors and, except for receipt of the approval of the Shareholders of the Company as required by the Companies Act and the approvals described in Section 4.5(b), no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and the filing and recordation of appropriate merger documents as required by Israeli Companies Law)Transactions. This Agreement has and the other Transaction Agreement to which it is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subthe other Parties, constitutes a legal, valid constitute the legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ rights generally, and (ii) generally or by principles governing the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies.

Authority Relative to this Agreement. (a) The Each of the Company and PEcoS has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the Transactionstransactions contemplated hereby (including the Merger). The execution, delivery and performance Subject to approval of this Agreement by the Company Stockholders, the execution and delivery of this Agreement and the consummation by the Company and PEcoS of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), subject in all cases to the satisfaction of the terms and conditions of this Agreement, and, subject to approval of this Agreement by the Company Stockholders, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect transactions contemplated hereby pursuant to the Merger, the Required Shareholder Vote Washington BCA and the filing terms and recordation conditions of appropriate merger documents as required by Israeli Companies Law)this Agreement. This Agreement has been duly and validly executed and delivered by the Company and PEcoS and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the CompanyCompany and PEcoS, enforceable against the Company and PEcoS in accordance with its terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally, generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject in to the case of the Merger to obtaining the Required Shareholder Voteterms and conditions hereof, to consummate the Transactionstransactions contemplated hereby (provided that the Merger is subject to the provisions of Section 2.02 and to the applicable provisions of the Corporate Code regarding any requisite approval by the stockholders of the Company). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other thanthan the merger, with respect which is subject to the Merger, approval of the Required Shareholder Vote stockholders of the Company as contemplated by Section 2.02 and to the filing and recordation applicable provisions of appropriate merger documents as required by Israeli Companies Lawthe Corporate Code). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of each of Purchaser and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter in effect, affecting effect relating to creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactions, subject only to adoption of this Agreement by the holders of a majority of the outstanding Company Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”). The Except for the Requisite Company Vote, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Required Shareholder Vote and filing of the filing and recordation Certificate of appropriate merger documents as required by Israeli Companies LawMerger). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses defenses, general equitable principles and to the discretion of the court before which any proceeding therefor may be broughtbrought (such enforceability limitations set forth in the preceding clauses (i) and (ii), the “Enforceability Limitations”).

Authority Relative to this Agreement. (a) The Company Purchaser ------------------------------------ has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject in the case of the Merger to obtaining the Required Shareholder Vote, and to consummate the Transactionstransactions contemplated hereunder. The execution, execution and delivery and performance of this Agreement by the Company Purchaser and the consummation purchase of the Shares as provided in Section 2.01 hereof by the Company of the Transactions Purchaser hereunder have been duly and validly authorized by all necessary corporate action, action of the Purchaser and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to purchase of the Merger, Shares by the Required Shareholder Vote and the filing and recordation of appropriate merger documents Purchaser as required by Israeli Companies Law)contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a the legal, valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, terms (except that (i) in each such enforcement case as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar Laws, laws now or hereafter in effect, effect relating to or affecting creditors’ ' rights generally, generally and (ii) to the extent that the remedy of specific performance and injunctive and other forms of equitable relief may be are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.),