Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. Since January 1, 2020, the Company has furnished or filed all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws (the “Company SEC Reports”). Each Company SEC Report (a) complied, as of its filing date and giving effect to any amendments or supplements thereto filed, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and (b) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses of the Company thereto. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC.

Company SEC Reports. (a) Since January 1, 20202017, the Company has timely filed with or otherwise furnished or filed to the SEC (as applicable), the ISA and TASE all forms, reports reports, schedules, statements, registrations, proxy statements and other documents (including exhibits and other information incorporated therein) with the SEC that have been required to be so filed or furnished or filed (as applicable) by it pursuant to applicable Laws under Applicable Law, including any amendments, modifications or supplements thereto (collectively, the “Company SEC Reports”). Each . (b) As of its filing date (or, if amended, modified or supplemented, as of the date of the most recent amendment, modification or supplement filed prior to the date hereof), each Company SEC Report (ai) complied, complied as of its filing date and giving effect to any amendments or supplements thereto filed, form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may beApplicable Laws, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and (bii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC . (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses of the Company thereto. c) As of the date of this Agreementhereof, (i) there are no outstanding or unresolved comments in any such comment letters from the staff of the SEC or the ISA received by the Company or its Subsidiaries relating to any of the Company SEC Reports, and the Company has not received any written inquiry or information request from the SEC and (ii) or the ISA as to any matters affecting the Knowledge Company that has not been fully resolved. To the knowledge of the Company, none of the Company SEC reports are subject to ongoing SEC or ISA review and there is no pending or, to the knowledge of the Company, threatened investigation being conducted by the SEC or the ISA with respect to any of the Company SEC Reports. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC and ISA received since January 1, 2017 through the date of this Agreement relating to the Company SEC Reports and all written responses of the Company thereto through the date of this Agreement. (d) None of the Company’s Subsidiaries is required pursuant to any Applicable Law to file any forms, reports, schedules, statements or other documents with the subject SEC, the ISA or TASE. (e) The Company has at all times since January 1, 2017 been a “foreign private issuer” as such term is defined in Rule 3b-4 promulgated under the Exchange Act. (f) Neither the Company nor any of its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any ongoing review executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company in violation of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Since January 1, 2017, no principal executive officer or principal financial officer of the Company (or any former principal executive officer or former principal financial officer of the Company, as applicable) has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any related rules and regulations promulgated by the SEC, ISA, Nasdaq or TASE with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Since January 1, 2017, neither the Company nor any of its principal executive officers or principal financial officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. For purposes of this Section 3.6(g), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Since the date of the Balance Sheet, there has been no transaction or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date hereof, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or will be a party, that would be required to be disclosed under Item 7.B. (“Related party transactions”) of Form 20-F under the Exchange Act that has not been disclosed in the Company SEC Reports publicly filed or furnished with the SEC following the date of the Balance Sheet. (i) The Company maintains disclosure controls and procedures designed to ensure that it files with the ISA and TASE on a timely basis all Company SEC Reports and all other documents required to be so filed by the Company pursuant to Applicable Law. (j) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq and the TASE and with the corporate governance and other applicable provisions of the ICL.

Company SEC Reports. Since January 1, 20202022, the Company has furnished filed or filed furnished, as applicable, all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that have been required to be filed or furnished or filed by it pursuant to applicable Laws (the “Company SEC Reports”). Each Company SEC Report (a) compliedcomplied as to form, as of its filing or furnishing date and giving effect (or, if amended or superseded by a filing or furnishing prior to any amendments the date of this Agreement, on the date of such amended or supplements thereto filedsuperseding filing or furnishing), in all material respects respects, with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reportthereto, each as in effect on the date that such Company SEC Report was filed and or furnished. As of its filing or furnishing date (b) did not at the time it was filed (or or, if amended or superseded by a filing or amendment furnishing prior to the date of this Agreement, then at on the time date of such amended or superseded filing or amendment) furnishing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses No Subsidiary of the Company theretois required to file any forms, reports, or documents with the SEC. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) to the Knowledge of the Company, none of the Company SEC Reports is subject to or the subject of any ongoing SEC review by the SECor outstanding SEC comment.

Company SEC Reports. Since January 1April 21, 20202021 and through the date of this Agreement, the Company has timely filed with, or furnished or filed to, the SEC all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that have been required to be filed or furnished or filed by it pursuant to applicable Laws (the “Company SEC Reports”). Each Company SEC Report (a) complied, as of its filing date and giving effect (or, if amended or superseded by a filing prior to any amendments the date of this Agreement, on the date of such amended or supplements thereto filedsuperseded filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and filed. As of its filing date (b) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then at on the time date of such filing amended or amendment) superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. TrueSince April 21, correct and complete copies of all Company SEC Reports are publicly available in 2021, the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“▇▇▇▇▇”). The Company has made available to Parent copies been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses of the Company theretoNasdaq. As of the date of this Agreement, (i) to the Knowledge of the Company there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) staff with respect to the Company SEC Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of any ongoing SEC review by or investigation. None of the SECCompany’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

Company SEC Reports. Since (a) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 20202018, pursuant to the Company has furnished or reporting requirements of the Exchange Act (all of the foregoing filed prior to the date of this Agreement and all forms, reports exhibits included therein and financial statements and schedules thereto and documents (including exhibits and other information than exhibits) incorporated by reference therein) with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws (, collectively, the “Company SEC Reports”). Each Company SEC Report (a) complied, as each of its which complied at the time of filing date and giving effect to any amendments or supplements thereto filed, in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act, as the applicable, in each case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that dates such Company SEC Report was filed forms reports and (b) did not at the time it was filed (or documents were filed. As of its respective date, and if amended or superseded by a filing or amendment prior to amended, as of the date of this Agreementthe last such amendment, then at the time of such filing or amendment) contain no Company SEC Report, since January 1, 2018, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. TrueAll Material Contracts to which the Company or any Subsidiary is a party, correct and complete copies of all Company SEC Reports are publicly available in or to which the Electronic Data Gathering, Analysis and Retrieval database property or assets of the SEC (“▇▇▇▇▇”). The Company has made available or any Subsidiary are subject, that are required to Parent copies be included as part of all comment letters received by the Company from the SEC since January 1, 2020 relating to or specifically identified in the Company SEC Reports, together with all written responses of the Company theretoare so included or specifically identified. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC True and (ii) to the Knowledge of the Company, none complete copies of the Company SEC Reports is the subject of any ongoing review by are available for public access via the SEC’s ▇▇▇▇▇ system. (b) As of their respective dates, the consolidated financial statements included or incorporated in the Company SEC Reports (the “Financial Statements”), and the related notes, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries, retained earnings (loss), and cash flows, as the case may be, for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (c) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company, including each consolidated Subsidiary, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Company SEC Reports. Since January 1, 20202023, the Company has timely furnished or filed all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws the Company with the SEC under the Securities Act or the Exchange Act (the “Company SEC Reports”). Each As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports) (or, in each case, if amended or supplemented prior to the date of this Agreement, as of the effective date or filing date of such amendment or supplement), (a) each Company SEC Report (a) complied, as of its filing date and giving effect to any amendments or supplements thereto filed, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and (b) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain no Company SEC Report contained any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses of the Company thereto. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC.

Company SEC Reports. Since January 1, 2020, the (a) The Company has furnished timely filed or filed furnished, as applicable, all reports, schedules, forms, reports statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date of this Agreement and all exhibits included therein and financial statements and schedules thereto and documents (including exhibits and other information than exhibits) incorporated by reference therein) with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws (, collectively, the “Company SEC Reports”). Each Company SEC Report (a) complied, as each of its which complied at the time of filing date and giving effect to any amendments or supplements thereto filed, in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act, as the applicable, in each case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that dates such Company SEC Report was filed forms, reports and (b) did not at the time it was filed (or documents were filed. As of its respective date, and if amended or superseded by a filing or amendment prior to amended, as of the date of this Agreementthe last such amendment, then at the time of such filing or amendment) contain no Company SEC Report, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. TrueAll Material Contracts to which the Company or any Subsidiary is a party, correct and complete copies of all Company SEC Reports are publicly available in or to which the Electronic Data Gathering, Analysis and Retrieval database property or assets of the SEC (“▇▇▇▇▇”). The Company has made available or any Subsidiary are subject, that are required to Parent copies be included as part of all comment letters received by the Company from the SEC since January 1, 2020 relating to or specifically identified in the Company SEC Reports, together with all written responses of the Company theretoare so included or specifically identified. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC True and (ii) to the Knowledge of the Company, none complete copies of the Company SEC Reports is the subject of any ongoing review by are available for public access via the SEC’s ▇▇▇▇▇ system. (b) As of their respective dates, the consolidated financial statements included or incorporated in the most recent Company SEC Reports (the “Financial Statements”), and the related notes, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries, retained earnings (loss), and cash flows, as the case may be, for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (c) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company, including each consolidated Subsidiary, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Company SEC Reports. (a) Since January 1December 31, 20202003, the Company has furnished and its Subsidiaries have filed or filed all formsfurnished, reports and documents (including exhibits as applicable, on a timely basis, each registration statement, prospectus, definitive proxy statement or information statement, form, report, schedule and other information incorporated thereindocument (together with all amendments thereof and supplements thereto) required to be filed by the Company pursuant to the Exchange Act or the Securities Act or comparable foreign Law or regulation with the SEC that or any comparable foreign regulatory authority or exchange (as such documents have since the time of their filing been required to be furnished amended or filed by it pursuant to applicable Laws (supplemented, the “Company SEC Reports”). Each Company SEC Report (a) compliedAs of their respective dates, as of its filing date and after giving effect to any amendments or supplements thereto filedfiled prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and (bii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. True, correct and complete copies Each of all the Company SEC Reports are publicly available Reports, at the time of its filing, complied, or if not yet filed, when so filed will comply, in all material respects with the Electronic Data Gathering, Analysis and Retrieval database applicable requirements of the SEC Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating and any rules and regulations promulgated thereunder, applicable to the Company SEC Reports, together with all written responses of the Company thereto. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC staff with respect to the Company SEC Reports, and (ii) to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review review, comment or investigation by the SEC. None of the Subsidiaries of the Company are, or have been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (that will not be material) and the absence of complete footnotes) the consolidated financial position of the Company or its predecessor and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. Since January 1December 14, 20202010, the Company has furnished filed or filed furnished, as applicable, all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that have been required to be filed or furnished or filed by it pursuant to under applicable Laws (all such forms, reports and documents filed or furnished since December 14, 2010 and those filed or furnished subsequent to the date hereof, together with all exhibits and schedules and amendments thereto, the “Company SEC Reports”). Each Company SEC Report (a) complied, as As of its filing date and giving effect to any amendments (or, if amended or supplements thereto filedsuperseded by a filing, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed filed, and (bii) each Company SEC Report did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True, True and correct and complete copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses ) database of the Company theretoSEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SECoutstanding written SEC comments.

Company SEC Reports. Since (a) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 20202019, pursuant to the Company has furnished or reporting requirements of the Exchange Act (all of the foregoing filed prior to the date of this Agreement and all forms, reports exhibits included therein and financial statements and schedules thereto and documents (including exhibits and other information than exhibits) incorporated by reference therein) with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws (, collectively, the “Company SEC Reports”). Each Company SEC Report (a) complied, as each of its which complied at the time of filing date and giving effect to any amendments or supplements thereto filed, in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act, as the applicable, in each case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that dates such Company SEC Report was filed forms reports and (b) did not at the time it was filed (or documents were filed. As of its respective date, and if amended or superseded by a filing or amendment prior to amended, as of the date of this Agreementthe last such amendment, then at the time of such filing or amendment) contain no Company SEC Report, since January 1, 2019, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. TrueAll Material Contracts to which the Company or any Subsidiary is a party, correct and complete copies of all Company SEC Reports are publicly available in or to which the Electronic Data Gathering, Analysis and Retrieval database property or assets of the SEC (“▇▇▇▇▇”). The Company has made available or any Subsidiary are subject, that are required to Parent copies be included as part of all comment letters received by the Company from the SEC since January 1, 2020 relating to or specifically identified in the Company SEC Reports, together with all written responses of the Company theretoare so included or specifically identified. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC True and (ii) to the Knowledge of the Company, none complete copies of the Company SEC Reports is the subject of any ongoing review by are available for public access via the SEC’s ▇▇▇▇▇ system. (b) As of their respective dates, the consolidated financial statements included or incorporated in the Company SEC Reports (the “Financial Statements”), and the related notes, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries, retained earnings (loss), and cash flows, as the case may be, for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (c) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company, including each consolidated Subsidiary, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Company SEC Reports. (a) Since January 1, 20202017, the Company has timely filed with or otherwise furnished or filed to the SEC (as applicable), the ISA and TASE all forms, reports reports, schedules, statements, registrations, proxy statements and other documents (including exhibits and other information incorporated therein) with the SEC that have been required to be so filed or furnished or filed (as applicable) by it pursuant to applicable Laws under Applicable Law, including any amendments, modifications or supplements thereto (collectively, the “Company SEC Reports”). Each . (b) As of its filing date (or, if amended, modified or supplemented, as of the date of the most recent amendment, modification or supplement filed prior to the date hereof), each Company SEC Report (ai) complied, complied as of its filing date and giving effect to any amendments or supplements thereto filed, form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may beApplicable Laws, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and (bii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC . (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses of the Company thereto. c) As of the date of this Agreementhereof, (i) there are no outstanding or unresolved comments in any such comment letters from the staff of the SEC or the ISA received by the Company or its Subsidiaries relating to any of the Company SEC Reports, and the Company has not received any written inquiry or information request from the SEC and (ii) or the ISA as to any matters affecting the Knowledge Company that has not been fully resolved. To the knowledge of the Company, none of the Company SEC reports are subject to ongoing SEC or ISA review and there is no pending or, to the knowledge of the Company, threatened investigation being conducted by the SEC or the ISA with respect to any of the Company SEC Reports. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC and ISA received since January 1, 2017 through the date of this Agreement relating to the Company SEC Reports and all written responses of the Company thereto through the date of this Agreement. (d) None of the Company’s Subsidiaries is required pursuant to any Applicable Law to file any forms, reports, schedules, statements or other documents with the subject SEC, the ISA or TASE. (e) The Company has at all times since January 1, 2017 been a “foreign private issuer” as such term is defined in Rule 3b-4 promulgated under the Exchange Act. (f) Neither the Company nor any of its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any ongoing review executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company in violation of Section 402 of the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct. (g) Since January 1, 2017, no principal executive officer or principal financial officer of the Company (or any former principal executive officer or former principal financial officer of the Company, as applicable) has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct or any related rules and regulations promulgated by the SEC, ISA, Nasdaq or TASE with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Since January 1, 2017, neither the Company nor any of its principal executive officers or principal financial officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. For purposes of this Section 3.6(g), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct. (h) Since the date of the Balance Sheet, there has been no transaction or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date hereof, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or will be a party, that would be required to be disclosed under Item 7.B. (“Related party transactions”) of Form 20-F under the Exchange Act that has not been disclosed in the Company SEC Reports publicly filed or furnished with the SEC following the date of the Balance Sheet. (i) The Company maintains disclosure controls and procedures designed to ensure that it files with the ISA and TASE on a timely basis all Company SEC Reports and all other documents required to be so filed by the Company pursuant to Applicable Law. (j) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq and the TASE and with the corporate governance and other applicable provisions of the ICL.

Company SEC Reports. (a) Since January 1, 20202018, the Company has furnished or filed all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws prior to the date of this Agreement (such forms, reports and documents filed on or after January 1, 2018, the “Company SEC Reports”). Each Company SEC Report (a) complied, as of its the date it was filed (or, if amended or superseded by a filing prior to the date and giving effect to any amendments of this Agreement, on the date of such amended or supplements thereto filedsuperseded filing), in all material respects with the applicable requirements of the Securities Act or applicable Laws, including the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and (b) did not at filed. As of the time date it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then at on the time date of such filing amended or amendment) superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses No Subsidiary of the Company thereto. As of is required to file any forms, reports or documents with the date of this Agreement, SEC. (ib) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) to the Knowledge of the Company, none None of the Company SEC Reports is the subject of any unresolved or outstanding SEC comment nor, to the Knowledge of the Company, is the subject of ongoing review by SEC review. There has been no material correspondence between the SECSEC and the Company since January 1, 2018 that is not set forth in the Company SEC Reports or that has not otherwise been disclosed to Parent prior to the date hereof.

Company SEC Reports. Since January 1, 2020, the The Company has filed with or furnished or filed to (as applicable) all forms, reports and documents (including exhibits reports, schedules, statements and other information incorporated therein) documents, including any exhibits thereto, required to be filed by the Company with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws since July 1, 2022 (collectively, the “Company SEC Reports”). Each The Company SEC Report Reports, including all forms, reports and documents filed by the Company with the SEC after the date hereof and prior to the Effective Time, (ai) compliedwere and, as in the case of its filing the Company SEC Reports filed after the date and giving effect to any amendments or supplements thereto filedhereof, will be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reportthereunder, each as in effect on the date that such Company SEC Report was filed and (bii) did not at the time it was they were filed (or if amended or superseded by a filing or amendment prior to the Agreement Date, then on the date of this Agreementsuch filing), then at and in the case of such forms, reports and documents filed by the Company with the SEC after the Agreement Date, will not as of the time of such filing or amendment) they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database None of the SEC (“▇▇▇▇▇”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses Subsidiaries of the Company theretois required to file any forms, reports, schedules, statements or other documents with the SEC. As of the date of this Agreementhereof, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) with respect to the Company SEC Reports. As of the date hereof, none of the Company SEC Reports is, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SECSEC review.