Common use of Deferred Closing Clause in Contracts

Deferred Closing. At the Deferred Closing (as defined in Section 3.2), the Company will, subject to the terms of this Agreement, issue and sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth: (a) 3,581,089 shares of Common Stock (the “2nd Installment Shares” and, together with 1st Installment Shares, the “Shares”) for a purchase price per share equal to $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions) resulting in an aggregate purchase price of $1,999,966.50 (the “2nd Installment”), which reflects a pre-money valuation of the Company of $10,800,000 as of the Deferred Closing Date, on a Fully Diluted Basis; and (b) a warrant to purchase up to 1,193,696 shares of Common Stock (i.e., 33% of the 2nd Installment Shares) (the “2nd Installment Warrant Shares” and, together with the 2nd Installment Warrant Shares, the “Warrant Shares”) exercisable at $1.00 per share, for a period of three years from the Closing Date (the “2nd Installment Warrant” and, together with the 1st Installment Warrant, the “Warrants”,and the Shares, the Warrants and the Warrant Shares shall be collectively referred to as, the “Securities”), which warrant shall be substantially in the form set forth in Exhibit A-2 hereto. (c) If at the time of the Deferred Closing Date, the Company’s Board of Directors determines in good faith that the Company’s financial situation requires the Company to raise additional funds in a capital raising transaction (in addition to 2nd Installment), the Purchaser (in its capacity as a shareholder in the Company) hereby agrees not to object to such capital raising transaction and will agree to waive its participation right (as set forth in Section 8.14 below) in connection therewith; provided, that such capital raising transaction is with Persons who are shareholders of MediVision Medical Imaging Ltd., the parent entity of the Company (“MediVision”), on the date hereof, in an aggregate amount not to exceed $1,500,000, at a price per share not less than $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions), and without the provision of any special rights to such investors. For avoidance of doubt, nothing herein shall be deemed as an obligation of any Purchaser Director (as defined below) to vote in any manner at any meeting of the Company’s Board of Directors (the “Board”) concerning this matter and each such director shall serve his duties in accordance with applicable law.

Deferred Closing. At the Deferred Closing (as defined in Section 3.2), the Company will, subject 2.1. Subject to the terms of this Agreement, issue and sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter hereof, the Company may consummate an additional closing or series of closings (each a “Deferred Closing”) with an additional investor or investors (each an "Additional Investor" and together the "Additional Investors") on the same commercial terms as set forthout herein and provided that any such Deferred Closings shall occur no later than 90 days from the Effective Date. Such Additional Investors, together, shall be entitled to invest at the Deferred Closing(s) an aggregate amount that, together with the amounts invested at the Initial Closing, shall not exceed ten million U.S. dollars ($10,000,000). Each Additional Investor shall be entitled to receive: (a) 3,581,089 shares Such number of Common Stock Preferred D-1 Shares equal to the amount invested by such Additional Investor (the "Additional Investor Purchase Price") divided by the Price Per Share (the "Additional Investor Shares"). At each Deferred Closing an additional Investor's Schedule shall be joined to this Agreement for each Additional Investor, to reflect the Additional Investor Purchase Price invested by each Additional Investor and the Additional Investor Shares issued to such Additional Investor; and such shares shall be deemed “2nd Installment Issued Shares” andhereunder, together with 1st Installment Shares, the “Shares”) for a purchase price per share equal to $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions) resulting in such Additional Investor shall be deemed an aggregate purchase price of $1,999,966.50 (the “2nd Installment”), which reflects a pre-money valuation of the Company of $10,800,000 as of the Deferred Closing Date, on a Fully Diluted Basis; andInvestor hereunder. (b) For no additional consideration, a warrant Warrant, for the purchase of such number of Warrant Shares representing the number of Additional Investor Shares multiplied by 66% (the "Additional Investor Warrant") at the Warrant Price Per Share, all as pursuant to purchase up to 1,193,696 shares of Common Stock (i.e., 33% the terms and conditions of the 2nd Installment Shares) (the “2nd Installment Warrant Shares” and, together with the 2nd Installment Warrant Shares, the “Warrant Shares”) exercisable at $1.00 per share, for a period of three years from the Closing Date (the “2nd Installment Warrant” and, together with the 1st Installment Warrant, the “Warrants”,and the Shares, the Warrants and the Warrant Shares shall be collectively referred to as, the “Securities”), which warrant shall be substantially in the form set forth in Exhibit A-2 heretoattached hereto as Schedule ‎1.2(a). (c) If at the time of the Deferred Closing Date, the Company’s Board of Directors determines in good faith that the Company’s financial situation requires the Company to raise additional funds in a capital raising transaction (in addition to 2nd Installment), the Purchaser (in its capacity as a shareholder in the Company) hereby agrees not to object to such capital raising transaction and will agree to waive its participation right (as set forth in Section 8.14 below) in connection therewith; provided, that such capital raising transaction is with Persons who are shareholders of MediVision Medical Imaging Ltd., the parent entity of the Company (“MediVision”), on the date hereof, in an aggregate amount not to exceed $1,500,000, at a price per share not less than $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions), and without the provision of any special rights to such investors. For avoidance of doubt, nothing herein shall be deemed as an obligation of any Purchaser Director (as defined below) to vote in any manner at any meeting of the Company’s Board of Directors (the “Board”) concerning this matter and each such director shall serve his duties in accordance with applicable law.