Common use of First Closing Deliverables Clause in Contracts

First Closing Deliverables. (a) On or prior to the First Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “First Closing Company Deliverables”): (i) this Agreement, the Side Letter and the Clinical Trial Supply Agreement, each duly executed by the Company; (ii) a duly executed electronic copy of the Certificate of Preferred Shares; (iii) a legal opinion of each of: (A) Company Counsel, and (B) Company Cayman Counsel, each dated as of the First Closing Date, executed by such counsel and addressed to the Purchaser, in forms reasonably acceptable to the Purchaser; (iv) duly executed Irrevocable Share Registrar Instructions acknowledged in writing by the Share Registrar instructing the Share Registrar to reserve such number of Ordinary Shares as is sufficient for the Purchaser to convert in full all First Closing Shares; (v) a certificate of the Director of the Company (the “First Closing Director’s Certificate”), dated as of the First Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents, the Certificate of Preferred Shares and the issuance of the First Closing Shares and underlying Conversion Shares, (b) certifying the current versions of the MA&A, and the Certificate of Preferred Shares and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (vi) the compliance certificate referred to in Section 5.1(h); (vii) satisfactory evidence of the good standing of the Company and its material subsidiaries in their respective jurisdictions of organization or incorporation; (viii) a copy of the certificate of incorporation of the Company as in effect on the First Closing Date; (ix) a copy of the register of members of the Company updated to show the Purchaser (or the name set forth on the Certificate of Preferred Shares Questionnaire) as the legal owner of the First Closing Shares; and (x) wire instructions for delivery of the First Closing Subscription Amount, certified by an officer or a director of the Company. (b) On or prior to the First Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “First Closing Purchaser Deliverables”): (i) this Agreement, duly executed by the Purchaser; (ii) the First Closing Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to a nominated bank account of the Company; (iii) a fully completed and duly executed Certificate of Preferred Shares Questionnaire included as Exhibit B; and (iv) an Internal Revenue Service Form W-9 (or any successor form or applicable Form W-8 if the Purchaser is not a U.S. person), duly and validly executed by the Purchaser (or its nominee in accordance with the Purchaser’s delivery instructions).

First Closing Deliverables. (a) On or prior to At the First Closing, the Company delivery of the following documents shall issueoccur simultaneously, and no document shall be deemed to have been delivered until all required documents are delivered: (1) SDS shall deliver or cause to be delivered to the Purchaser the following (the “First Closing Company Deliverables”): (i) this Agreementa stock certificate representing the Shares, the Side Letter and the Clinical Trial Supply Agreement, each duly executed by the Company; (ii) a duly executed electronic copy an updated share register of SDS showing the issuance of the Certificate Shares to the Company and the ownership of Preferred the Company thereof, and (iii) the documents and forms to be filed with the Israeli Registrar with respect to the issuance of the Shares; (iii2) a legal opinion of each of: (A) The Company Counsel, and (B) Company Cayman Counsel, each dated as of the First Closing Date, executed by such counsel and addressed shall deliver to the Purchaser, in forms reasonably acceptable to the Purchaser; (iv) duly executed Irrevocable Share Registrar Instructions acknowledged in writing by the Share Registrar instructing the Share Registrar to reserve such number of Ordinary Shares as is sufficient for the Purchaser to convert in full all First Closing Shares; (v) a certificate of the Director of the Company (the “First Closing Director’s Certificate”), dated as of the First Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement SDS and the other Transaction Documents, the Certificate of Preferred Shares and the issuance of the First Closing Shares and underlying Conversion Shares, (b) certifying the current versions of the MA&A, and the Certificate of Preferred Shares and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, Principal an executed Guarantee Agreement substantially in the form attached hereto as Exhibit DC pursuant to which the Company guarantees the performance of all of SDS's obligations under the Employment Agreement; (vi3) The Israeli Office of the compliance certificate referred Chief Scientist (the "OCS") shall have approved the transaction contemplated by this Agreement and the Company shall deliver to SDS an executed undertaking, addressed to OCS, substantially in Section 5.1(h)the form of Exhibit D hereto; (vii4) satisfactory evidence PCMT shall pay SDS the Additional Payment by a wire transfer of the good standing immediately available funds in US dollars to SDS's bank account, details of which shall be provided by SDS to the Company and its material subsidiaries in their respective jurisdictions of organization or incorporation; (viii) a copy of the certificate of incorporation of the Company as in effect on the First Closing Date; (ix) a copy of the register of members of the Company updated to show the Purchaser (or the name set forth on the Certificate of Preferred Shares Questionnaire) as the legal owner of the First Closing Shares; and (x) wire instructions for delivery of the First Closing Subscription Amount, certified by an officer or a director of the Company. (b) On or at least 3 days prior to the First Closing; (5) To the extent necessary, the Purchaser SDS shall deliver or cause to be delivered to the Company a waiver, executed by NG – The Northern Group LP ("NG") and in form and substance satisfactory to the following Company, with respect to any right or rights of NG under the Amended and Restated Articles of Association of SDS (the “First Closing Purchaser DeliverablesSDS Articles”): (i) or otherwise associated with the Series A Preferred Shares of SDS held by NG, including rights of first refusal, the exercise of which may interfere with the consummation of the transaction as contemplated by this Agreement. Prior to or upon the First Closing, duly executed by the PurchaserNG shall have converted its said Series A Preferred Shares of SDS into Ordinary Shares in SDS on a one-to-one ratio; (ii6) The shareholders of SDS shall have approved replacing the First Closing Subscription Amount, SDS Articles with Amended and Restated Articles of Association in United States dollars and in immediately available funds, by wire transfer to a nominated bank account of the Company; (iii) a fully completed and duly executed Certificate of Preferred Shares Questionnaire included form attached hereto as Exhibit BE; and (iv7) an Internal Revenue Service Form W-9 (or any successor form or applicable Form W-8 if The 7,000,000 shares of Common Stock owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have been cancelled and returned to the Purchaser is not a U.S. person), duly Company and validly executed by the Purchaser (or its nominee in accordance with the Purchaser’s delivery instructions)Company shall deliver to SDS evidence to such effect satisfactory to SDS.