Common use of Voting Undertakings Clause in Contracts

Voting Undertakings. (a) For the purpose of effecting the Investor’s rights pursuant to section 5.2, upon the Execution Date, the Company obtained (and delivered copies thereof to the Investor, concurrently with the execution of this Agreement), unconditional irrevocable undertakings in the form acceptable to the Investor, with effect as of the Execution Date (the “Voting Undertakings”), of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively, the “Relevant Shareholders”), holding Ordinary Shares representing 10.1%, 12.9% and 2.9% of the issued Ordinary Shares of the Company respectively (each their “Current Holdings”). (b) Pursuant to the Voting Undertakings, each such shareholder shall irrevocably undertake to the Investor to (i) participate in General Meetings convened at the Investor’s request pursuant to Section 5.2(f) above; (ii) vote on any Relevant Resolutions (as defined in the Voting Undertakings) brought before such General Meetings, as instructed by the Investor; and (iii) vote its Ordinary Shares and use its shareholder’s rights to effect (a) the appointment, replacement and removal of the Investor Members as per the Investor’s instructions, and (b) the Investor Members’ rights to Remuneration and their inclusion under the D&O Insurance, and the execution and performance by the Company of the Indemnification Agreements. (c) To the extent that at any time the aggregate number Ordinary Shares represented by all Voting Undertakings then in full force shall fall to less than 24% of the then issued Ordinary Shares of the Company, then at the Investor’s request the Company shall use its reasonable best efforts to obtain additional unconditional irrevocable undertakings, in the form of the Voting Undertakings, to bring the aggregate number of Ordinary Shares covered by all Voting Undertaking to 24% of the then issued Ordinary Shares. (d) In addition, upon the Execution Date, the Company obtained and delivered to the Investor, concurrently with the execution of this Agreement, copies of unconditional irrevocable undertakings in favor of the Company, and in the form agreed to by the Investor, executed by each of the Relevant Shareholders pursuant to which they undertake to the Company not to increase their respective Current Holdings or acquire (whether by purchase, inheritance, gift or otherwise), directly or indirectly, any additional Ordinary Shares (including any securities exchangeable or convertible into Ordinary Shares) or other securities in the Company, until the earlier of: (i) 1 year as of the Closing Date (or if there is no Closing, for one (1) year and three months from the execution date of this Agreement); or (ii) such time as the Investor will hold Ordinary Shares (including the Acquired Shares and any Ordinary Shares purchased by the Investor prior to the Closing Date) representing at least 40% or more of the Company’s issued and outstanding share capital. The Company undertakes to the Investor not to waive its rights under, or terminate, such undertakings.

Voting Undertakings. (a) For the purpose of effecting the Investor’s rights pursuant to section 5.2, upon the Execution Date, the Company obtained (and delivered copies thereof to the Investor, concurrently with the execution of this Agreement), unconditional irrevocable undertakings in the form acceptable to the Investor, with effect as of the Execution Date (the “Voting Undertakings”), of each of ▇G▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and ▇G▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively, the “Relevant Shareholders”), holding Ordinary Shares representing 10.1%, 12.9% and 2.9% of the issued Ordinary Shares of the Company respectively (each their “Current Holdings”). (b) Pursuant to the Voting Undertakings, each such shareholder shall irrevocably undertake to the Investor to (i) participate in General Meetings convened at the Investor’s request pursuant to Section 5.2(f) above; (ii) vote on any Relevant Resolutions (as defined in the Voting Undertakings) brought before such General Meetings, as instructed by the Investor; and (iii) vote its Ordinary Shares and use its shareholder’s rights to effect (a) the appointment, replacement and removal of the Investor Members as per the Investor’s instructions, and (b) the Investor Members’ rights to Remuneration and their inclusion under the D&O Insurance, and the execution and performance by the Company of the Indemnification Agreements. (c) To the extent that at any time the aggregate number Ordinary Shares represented by all Voting Undertakings then in full force shall fall to less than 24% of the then issued Ordinary Shares of the Company, then at the Investor’s request the Company shall use its reasonable best efforts to obtain additional unconditional irrevocable undertakings, in the form of the Voting Undertakings, to bring the aggregate number of Ordinary Shares covered by all Voting Undertaking to 24% of the then issued Ordinary Shares. (d) In addition, upon the Execution Date, the Company obtained and delivered to the Investor, concurrently with the execution of this Agreement, copies of unconditional irrevocable undertakings in favor of the Company, and in the form agreed to by the Investor, executed by each of the Relevant Shareholders pursuant to which they undertake to the Company not to increase their respective Current Holdings or acquire (whether by purchase, inheritance, gift or otherwise), directly or indirectly, any additional Ordinary Shares (including any securities exchangeable or convertible into Ordinary Shares) or other securities in the Company, until the earlier of: (i) 1 year as of the Closing Date (or if there is no Closing, for one (1) year and three months from the execution date of this Agreement); or (ii) such time as the Investor will hold Ordinary Shares (including the Acquired Shares and any Ordinary Shares purchased by the Investor prior to the Closing Date) representing at least 40% or more of the Company’s issued and outstanding share capital. The Company undertakes to the Investor not to waive its rights under, or terminate, such undertakings.