Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actions: (a) Seller shall deliver an assignment and assumption agreement with respect to the Invest, substantially in the form attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement"), duly executed by the Seller; (b) Seller shall deliver a share transfer deed representing transfer by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At the Closing, provided that all of the following transactions shall occur conditions precedent in Sections 8 and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to 9 have been completed fulfilled or waived by the Buyer or the Sellers, as the case may be, and in addition to any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver other instruments or documents referred to the Purchaser the following documents and take the following actionsherein: (a) Seller The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sellers shall deliver an assignment to the Buyer or its designee, free and assumption agreement clear of any lien, claim or encumbrance, certificates representing all of the issued and outstanding shares of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock held by such persons, duly endorsed in blank or with duly executed stock powers attached. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver to the Buyer or its designee, free and clear of any lien, claim or encumbrance, certificates representing the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock, duly endorsed in blank or with duly executed stock powers attached. The BBI Sellers shall deliver to the Buyer or its designee, free and clear of any lien, claim or encumbrance, all of the issued and outstanding shares of the BBI Stock, duly endorsed in blank or with duly executed stock powers attached. (b) The Buyer shall, on behalf of the Sellers, deliver the Escrowed Funds to the Escrow Agent referred to in Section 1.2 hereof, and disburse the following amounts at the direction of the Sellers in payment of the remainder of that portion of the Purchase Price that is to be paid at the Closing: (i) The Buyer shall (i) repay the amount of the Company Indebtedness outstanding as of, or accruable up to, the Closing Date, including all principal and any accrued and unpaid interest thereon and any repayment penalties or premium associated with such repayment, provided that as a condition precedent to such payment the Buyer has received pay-off letters or other evidence of the amounts necessary to discharge all obligations of the Company under the Loan Agreement, in form reasonably satisfactory to the Buyer, no later than three business days prior to the Closing Date, and (ii) pay to Deloitte & Touche LLP, the Sellers' accountants, ▇▇▇▇▇ & ▇▇▇▇▇, the Sellers' counsel (other than ▇▇▇▇▇▇ ▇▇▇▇▇), ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LTD., counsel to ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Abogados, the Company's counsel, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Capital (the "Broker"), and any other third parties to whom the Company or the Sellers have any obligation with respect to the Invest, substantially in the form attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement"), duly executed by the Seller;transactions contemplated hereby, (bii) Seller The Buyer shall deliver a share transfer deed representing transfer $100 to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ by certified or bank check as the Seller of purchase price for the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock; and (ciii) Seller The Buyer shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets that portion of the SellerPurchase Price for the Stock (the "Cash Purchase Price") that remains after the Buyer pays the Escrowed Funds to the Escrow Agent and makes the payments specified in paragraphs (i) and (ii) above and the Initial Adjustments (as defined in Section 3.2) have been applied, to the sale and Sellers (or such persons as they may have designated in writing to the Buyer prior to the Closing) by certified or bank check or by wire transfer of immediately available funds, with the Interest and portion of such Cash Purchase Price payable to each Seller determined based on the Sold Shares percentage ownership, whether direct or indirect, of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock attributable to such Seller indicated on Schedule 1. (c) If requested by the Buyer not less than three (3) days prior to the Purchaser. 7.3.2. The Purchaser Closing, the Sellers shall deliver to the Seller Buyer pay-off letters and lien discharges (or agreements therefor) from any other person to following documents and take whom the following actions: Company or any Subsidiary owes any Indebtedness (a) Purchaser shall pay to the Seller the Consideration as set forth defined in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and 11). (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser. 7.3.3. The Seller Buyer and the Purchaser Sellers listed on Schedule 2.2(d) hereto shall jointly execute and deliver the following: a Non-Competition Agreement (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; andas defined in Section 8.8).

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed in addition to take place simultaneously and no transactions and deliveries shall be deemed any other instruments or documents referred to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actionsherein: (a) Seller The Sellers shall deliver an assignment and assumption agreement with respect to the InvestBuyer, free and clear of any lien, claim or encumbrance, certificates representing all of the Stock, duly endorsed in blank or with duly executed stock powers attached. (b) The Buyer shall deliver the Initial Purchase Price to the Sellers in the respective amounts set forth on Schedule 1 by certified or bank check or by wire transfer. (c) The Sellers shall deliver to the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amount, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter. (d) The Buyer and each of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll execute and deliver Employment and Non-Competition Agreements substantially in the form of Exhibits A-1 and A-2 attached hereto as EXHIBIT A hereto, respectively (the "Assignment and Assumption AgreementEmployment Agreements"), duly executed by the Seller;. (be) Seller shall deliver a share transfer deed representing transfer by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser Sellers shall deliver the Assignment and Assumption Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange Agreement, duly executed shall be completed by Purchaser; (c) Purchaser shall deliver delivery of such certificates representing the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent stock of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon Atrium as may be required to be exchanged pursuant to the transfer of terms thereof for the Interest to VBS Exchanged Shares, the Purchaser. 7.3.3. The Seller BNE Exchanged Shares and the Purchaser shall jointly deliver FCI Stock, each as defined in the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; andExchange Agreement.

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver in addition to the Purchaser the following delivery of any other instruments or documents and take the following actionsreferred to herein: (a) Seller the FCI Holders shall deliver an assignment to Atrium, free and assumption agreement with respect to clear of any lien, claim or encumbrance, certificates representing the Invest, substantially in the form attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement")FCI Stock, duly endorsed in blank or with duly executed by the Sellerstock powers attached; (b) Seller shall deliver a share transfer deed representing transfer by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser Bish▇▇ ▇▇▇ders shall deliver to Atrium, free and clear of any lien, claim or encumbrance, certificates representing the Seller to following documents VBS Exchanged Shares and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption AgreementBNE Exchanged Shares, duly endorsed in blank or with duly executed by Purchaserstock powers attached; (c) Purchaser Atrium shall deliver certificates representing all of the Share Transfer DeedAtrium Exchange Shares, other than the Escrowed Shares (as defined in Section 2.2(e) below), to the Holders as set forth on Schedule 1 hereto; 4 (d) each of Fojt▇▇▇▇ ▇▇▇ the Bish▇▇ ▇▇▇ders shall complete the "Closing" under and as defined the Purchase Agreement; (e) each of Atrium, Fojt▇▇▇▇, ▇▇e Bish▇▇ ▇▇▇ders and Bing▇▇▇, ▇▇▇▇ & ▇oul▇ ▇▇▇, in its capacity as Escrow Agent (the "Escrow Agent") shall execute and deliver the Buy-Sell Agreement substantially in the form of Exhibit B hereto (the "Buy-Sell Agreement") pursuant to which the Atrium Exchange Shares to be issued to the Bish▇▇ ▇▇▇ders hereunder (the "Escrowed Shares") are to be held in escrow by the Escrow Agent to secure certain of the Bish▇▇ ▇▇▇ders' potential indemnification obligations to Fojt▇▇▇▇ ▇▇▇er the Purchase Agreement; (f) Atrium shall deliver certificates representing all of the Escrowed Shares to the Escrow Agent pursuant to and in accordance with the Buy- Sell Agreement, and each of the Bish▇▇ ▇▇▇ders shall deliver stock powers, duly executed in blank, in respect of the Escrowed Shares owned by such Bish▇▇ ▇▇▇der to the PurchaserEscrow Agent under and pursuant to the Buy-Sell Agreement; (g) Atrium shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to FCI, FCI shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to Fojt▇▇▇▇, ▇▇jt▇▇▇▇ ▇▇▇ll contribute the BNE Exchanged Shares and the BNE Purchased Shares to VBS, and VBS shall contribute the BNE Exchanged Shares and the BNE Purchased Shares to BMC; (h) each of the Holders shall execute and deliver the Atrium Corporation Stockholder Agreement in the form of Exhibit C hereto (the "Stockholder Agreement"); (i) Atrium and each of the Holders shall execute and deliver a Registration Rights Agreement in the form of Exhibit D hereto (the "Registration Rights Agreement"); (j) Atrium, FCI and Heritage shall execute and deliver an Amendment to the Securities Purchase Agreement dated as of July 3, 1995, originally entered into between FCI and Heritage, and Atrium, FCI and each of the FCI Holders (other than Heritage) shall execute and deliver Amendments to the Stock Exchange Agreements dated as of July 3, 1995 originally entered into between FCI and each of such FCI Holders, in each case substantially identical to the originals of such agreements other than for the substitution of Atrium and Atrium Stock in place of FCI and FCI Stock (collectively, the "FCI Equity Amendment Documents"); (k) upon cancellation of their respective Original Stock Options, Atrium shall execute and issue to each of the optionees set forth on Schedule 2 hereto the New Options; and (dl) Purchaser Atrium shall execute and deliver to Heritage the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the PurchaserNew Warrant. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actions: (a) Seller The Sellers shall deliver an assignment and assumption agreement with respect to the InvestBuyer, substantially free and clear of any Lien certificates representing the Purchase Shares, each duly endorsed in blank or with duly executed stock powers attached. (i) The Exchanging Sellers shall deliver to Holdco, free and clear of any Lien, certificates representing the Exchange Shares, each duly endorsed in blank or with duly executed stock powers attached, and (ii) Holdco shall issue to each of the Exchanging Sellers his or her Rollover Shares, all as provided for in the form attached hereto as EXHIBIT A (the "Assignment and Assumption Exchange Agreement"), duly executed by the Seller; (b) Seller shall deliver a share transfer deed representing transfer by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and. (c) Seller The Sellers shall have caused the Company to (i) prepare and deliver approval to the Buyer a certificate (the “Certificate of Bank Hapoalim B.M.Closing Amounts”) certifying (A) the Net Cash Amount on the Closing Date, which has a floating charge of first degree over all assets (B) the amount of the SellerTransaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”). (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the sale and extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent. (f) Subject to the proviso set forth in Section 1.1(b)(iii), the Buyer shall deliver to each of the Non-Escrowing Sellers his, her or its Pro Rata Share of the Initial Payment by wire transfer of immediately available funds. (g) Subject to the Interest proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each of the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available funds. (h) The Sellers will deliver to the Buyer the other certificates and documents referred to in Section 7 and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall Buyer will deliver to the Seller Representatives, the other certificates and documents referred to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser8. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be madeoccur, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries documents delivered: 7.3.12.2.1. The Seller Each Shareholder shall deliver to the Purchaser the following documents and take the following actions: (aVyyo Sub share certificate(s) Seller shall deliver an assignment and assumption agreement accompanied by a duly executed deed of transfer with respect to all of Xtend Shares set forth opposite such Shareholder’s name on Schedule A attached hereto, and Vyyo Sub shall duly execute all such deeds of transfer provided, however, that the Investshare certificate/s need not be delivered if the Shareholder (i) provides Vyyo Sub with an affidavit, substantially duly executed by such Shareholder and certified by an attorney, according to which the Shareholder declares that either such certificate has never been transferred to him by Xtend or that such certificate has been lost, stolen or destroyed, (ii) executes an undertaking satisfactory to Vyyo Sub to indemnify Vyyo Sub from any loss incurred by it or by Xtend in connection with such certificate(s), and (iii) surrenders any and all rights represented by such Xtend Shares. 2.2.2. Xtend will provide the Purchaser with a copy of a resolution of Xtend’s Board of Directors and a copy of a resolution of Xtend’s Meeting of Shareholders (i) unanimously approving the transfer of Xtend Shares and all other transactions contemplated by this Agreement; and (ii) the replacement of all existing directors of Xtend and the Subsidiary and the appointment of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇ as directors on the Board of Directors of Xtend and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as directors on the Board of Directors of the Subsidiary, such replacement and appointment to be effective upon the Closing. 2.2.3. Xtend will provide the Purchaser with copies of the waiver and release letters duly executed by all of the holders of options, warrants and other securities which are convertible into shares of Xtend, as set forth in Section 8.4 below. 2.2.4. The Additional Consideration Shareholder shall have provided to Vyyo all information necessary to allow ▇▇▇▇▇ Benatoff, its nominee for the Vyyo Board of Directors, to be elected to such Board and named as a Section 16 reporting person of Vyyo pursuant to the U.S. Securities Exchange Act of 1934, as amended. 2.2.5. Xtend shall register the transfer of the Xtend Shares to Vyyo Sub in the register of shareholders of Xtend, and shall provide Vyyo Sub with a confirmation of such entry. 2.2.6. Purchaser shall receive validly executed share certificates covering all the Xtend Shares, issued in the name of Vyyo Sub. 2.2.7. Purchaser, the Escrow Agent (as such term is defined below) and the Shareholders shall execute the Escrow and Pledge Agreement, in the form attached hereto as EXHIBIT A Exhibit 2.2.7 (the "Assignment “Escrow Agreement”) and Assumption Agreement"), duly executed by all other documents necessary to give effect to the Seller;transactions contemplated thereby. (b) Seller 2.2.8. Vyyo shall deliver a share transfer deed representing transfer by issue and allot to the Seller Exchange Shareholders the number of Exchange Shares specified opposite the Sold name of such Shareholder on Schedule A hereto and Vyyo shall immediately cause such Exchange Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and be recorded with its transfer of the Interest and the Sold Shares to the Purchaseragent. 7.3.22.2.9. The Purchaser Vyyo shall deliver to the Seller to following documents and take Shareholders share certificates representing the following actions:Exchanged Shares as soon after the Closing as is practicable. (a) 2.2.10. Purchaser shall pay and allot to each of the Cash Shareholders, the Cash Payment, in the amount specified opposite the name of such Shareholder on Schedule A. 2.2.11. Vyyo will deliver the Note to the Seller Additional Consideration Shareholder. 2.2.12. Vyyo and Vyyo Sub will provide Xtend and the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver Shareholders with copies of resolutions of their respective Boards of Directors approving the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer issuance of the Interest to Exchange Shares, the PurchaserCash, the Additional Consideration and all other transactions contemplated by this Agreement. 7.3.32.2.13. The Seller Vyyo will provide the Additional Consideration Shareholder with a resolution of Vyyo’s Board of Directors (i) expanding the number of directors of Vyyo to eight (8) and the Purchaser shall jointly deliver the following: (aii) Written consent of the General Partner appointing ▇▇▇▇▇ Benatoff to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of Vyyo, to serve as a director in accordance with the General Partner approving Articles of Incorporation and By-laws of Vyyo, which resolution Vyyo shall cause to be adopted as soon as practicable after the sale Closing (and transfer of in no event more than 30 calendar days after the Sold Shares to the Purchaser; andClosing).

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be madetake place, which transactions and deliveries shall be deemed to take as having taken place simultaneously and no transactions and deliveries transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries documents delivered: 7.3.1. The Seller (a) LEDCO shall deliver to DataSight, as agent for Sellers, the Purchaser following documents: (i) A treasury order executed by the LEDCO Secretary corresponding to the number of shares of Series A Preferred Stock issued in the name of the Sellers (which may be evidenced by book entry on the LEDO shareholder register) in the amounts set forth in Schedule I; (ii) True copies of all consents and waivers obtained by LEDCO, in accordance with the provisions of Section 7.1 below; and (iii) Such other documents and instruments as DataSight may reasonably request. (b) DataSight shall deliver, or cause to be delivered, to LEDCO the following documents and and/or shall take the following actions: (ai) Seller Validly executed Assignment Separate from Stock Certificates corresponding to the number of DataSight shares being transferred by the Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of DataSight; and (ii) Such other documents as LEDCO may reasonably request. (c) The Sellers shall deliver an assignment and assumption agreement with respect the following documents: (i) to the InvestLEDCO, substantially duly executed assignments in the form attached hereto as EXHIBIT Exhibit A (effecting the "Assignment immediate and Assumption Agreement")unconditional sale, duly executed by the Seller; (b) Seller shall deliver a share assignment and irrevocable transfer deed representing transfer by the Seller of the Sold DataSight Shares to the Purchaser ("SHARE TRANSFER DEED")LEDCO, duly executed free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by the Selleroperation of law; and (cii) Seller shall deliver approval to DataSight, as agent for LEDCO, all share certificates in respect of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the PurchaserDataSight Shares. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At On the terms and subject to the conditions set forth in this Agreement, at the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actionssimultaneously: (a) Seller Newco shall surrender to the Company the Securities for Exchange pursuant to the terms hereof. (b) Newco shall execute and deliver an assignment one or more written instruments effective as of the Closing, in form and assumption agreement substance reasonably satisfactory to the Company (the “Newco Satisfaction and Release Documents”): (i) terminating all obligations of the parties under the Notes, Warrants and the Indenture, (ii) releasing all security interests Newco may have in the assets of the Company or its Subsidiaries under the Notes or otherwise, (iii) permanently waiving any and all rights with respect to any event of default that may have existed under the Notes at any time on or prior to the Closing, and (iv) releasing the Company Releasees from all claims Newco or certain related parties may have against any of the Company Releasees (other than claims arising under the Transaction Documents), and releasing Newco from all claims the Company and its Subsidiaries may have against Newco (other than claims arising under the Transaction Documents). (c) The Preferred Holders shall surrender to the Company stock certificates from each of the Preferred Holders representing all of the issued and outstanding shares of Preferred Stock, together with properly completed notices accepting the Company’s offer to exchange or notice of conversion relating thereto, sufficient to exchange the shares of Preferred Stock into shares of Common Stock (provided, however, that upon consummation of the transactions, outstanding Preferred Stock certificates will represent only the Common Stock). In addition, each consenting Preferred Holder shall execute and deliver one or more written instruments effective as of the Closing, in form and substance reasonably satisfactory to the Company (the “Preferred Holder Satisfaction and Release Documents”): (i) terminating all obligations of the parties under the Preferred Stock and the Preferred Holder Agreements, (ii) exchanging their shares of Preferred Stock for Common Stock or adjusting the conversion rates applicable to the Preferred Stock or otherwise taking steps as required to implement the Recapitalization Transactions as set forth in Annex A hereto, agreeing to amend the Company’s Certificate of Incorporation if necessary to effect the foregoing adjustments (including any reverse stock split) and agreeing to exchange or convert at Closing all of the shares of Preferred Stock into Common Stock as contemplated by the Recapitalization Transactions (collectively, the “Preferred Stock Adjustment”), (iii) permanently waiving any and all rights with respect to the InvestCompany under the Preferred Stock or the Preferred Holder Agreements at any time on or prior to the Closing, substantially and (iv) releasing the Company Releasees from all claims the Preferred Holders or certain related parties may have against any of the Company Releasees (other than claims arising under the Transaction Documents), and releasing the Preferred Holders and certain related parties from all claims the Company and its Subsidiaries may have against the Preferred Holders or such related parties (other than claims arising under the Transaction Documents). (d) The Company shall (i) deliver to Newco one or more certificates in the form attached hereto as EXHIBIT A name of Newco or its nominee, bearing appropriate restrictive legends (which shall permit the "Assignment distribution to Newco’s members and Assumption Agreement"the Bondholders of the Shares issuable to Newco in connection with the Recapitalization Transactions), duly executed representing the Shares issued to Newco hereunder, which shall include the Shares deliverable to the Bondholders by Newco pursuant to the Seller; (b) Seller shall deliver a share transfer deed representing transfer by the Seller Bondholder Sale Agreements as part of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the SellerSecurities Purchase Price; and (cii) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets one or more certificates to each of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration Preferred Holders as set forth in Annex B, bearing appropriate restrictive legends as contemplated by Section 1.1 above; (b) Purchaser shall deliver 3.2(g), representing the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent number of shares of Common Stock which each Preferred Holder is entitled to in respect of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer such holder’s shares of the Interest to the PurchaserPreferred Stock. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall duly execute and deliver to the Purchaser the following documents Buyer or its nominee or nominees such bills of sale, certificates of title and take the following actions: (a) Seller shall deliver an other instruments of assignment and assumption agreement or transfer with respect to the InvestAcquired Assets as the Buyer may reasonably request, substantially and as may be necessary to vest in the form attached hereto Buyer good record and marketable title to all of the Acquired Assets, in each case subject to no Liens, and (b) the Buyer shall deliver, as EXHIBIT A the aggregate purchase price for the Acquired Assets (the "Assignment Purchase Price") the following: (i) to Seller, cash in the amount of $1,000,000 and Assumption Agreement(ii) a promissory note in form and substance satisfactory to Buyer and Seller, payable to the order of Seller, in a principal amount of $8,000,000, which shall bear interest at a rate of 7-1/2% per annum, and be payable as to principal and interest on January 31, 2000; (iii) to a bank mutually selected by the Buyer and the Seller, as Escrow Agent, to be held in two escrow accounts and distributed as provided in the Escrow Agreements attached hereto as, respectively, Exhibit A and Exhibit B (the "Escrow Agreements"), duly executed two promissory notes, both in form and substance satisfactory to Buyer and Seller, both in the amount of $3,000,000, payable to the order of the Escrow Agent and bearing interest at the rate of 7-1/2% per annum; the first such note shall be payable as to principal and interest on January 31, 2000 and the second such note shall be payable on December 31, 2000, with interest to be paid to Seller and principal to Escrow Agent. The three foregoing notes are herein referred to as the "Notes". The Notes will not be subject to offset. Buyer and Seller agree to allocate the Purchase Price among the Acquired Assets in accordance with the provisions of Section 1060 of the Internal Revenue code of 1986, as amended, and the regulations issued thereunder. Such allocation shall be set forth on Schedule 3.2 hereto which shall be agreed to by the Seller; (b) Buyer and the Seller no later than January 31, 2000. If the parties are unable to agree upon such allocation by January 31, 2000, either party may request KPMG Peat Marwick to make such determination no later than February 15, 2000, which determination shall deliver a share transfer deed representing transfer be final and binding. The fees and expenses of KPMG Peat Marwick shall be paid one-half by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. (a) The Seller shall duly execute and deliver to the Buyer or its nominee or nominees such deeds, bills of sale, certificates of title, lien discharge instruments (with respect to Mortgage Liens, as described in Section 5.9 below) and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good record and marketable title to all of the Acquired Assets, in each case subject to no Encumbrance (as defined in Section 5.9 hereof) except for the Encumbrances specified in Schedule 4.2(a) hereto (the "Permitted Encumbrances"). (b) The Buyer shall deliver to the Seller DM 7,599,000 (the "Closing Payment") by wire transfer thereof in immediately available funds to an account designated by the Seller; and shall deliver to the Holders the Loan Payoff Amounts by wire transfer thereof in immediately available funds to an account designated by the Holders. (c) The Seller shall deliver to Buyer written consents of each of the Purchaser Contract Obligees to the following documents and take the following actionsassignment by Seller to Buyer of all Transferred Agreements as follows: (ai) at Closing, with respect to all Transferred Agreements with customers, suppliers or vendors of the Purchased Business whose purchases or supplies amount to ten percent (10%) or more of the products and sales, or raw materials and purchases, respectively, of the Purchased Business; (ii) at Closing or within 30 days thereafter, written consents with respect to all other Transferred Agreements. (d) The Buyer shall duly execute and deliver to the Seller shall deliver an assignment and such instruments of assumption agreement with respect to the Invest, substantially in Assumed Obligations as the form attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement"), duly executed by the Seller;Seller may reasonably request. (be) The Seller shall deliver (i) a share transfer deed representing transfer by the Seller certificate confirming that it has not changed its partnership name from ▇▇▇▇▇▇▇▇▇▇▇ KG and that it has not adopted and has no plans to adopt as its partnership name any of the Sold Shares Trade Names, and (ii) an instrument of assignment transferring the Trade Names to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; andBuyer. (cf) The Seller shall deliver approval of Bank Hapoalim B.M.be liable for and pay all income, which has a floating charge of first degree over all assets of the Sellersales, value-added, capital gain, stamp or negotiable instrument, transfer, real estate property and/or gains, and other national, federal, state and local taxes attributable to, arising from, or relating to the sale and transfer of the Interest and the Sold Shares Acquired Assets to the PurchaserBuyer. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and (d) Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At On the Closingterms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actionssimultaneously: (a) Seller Abiomed shall surrender to the Company the Warrant and shall deliver an assignment and assumption agreement with respect to the Invest, substantially in Company for conversion pursuant to the form attached hereto as EXHIBIT A (terms hereof the "Assignment and Assumption Agreement"), duly executed by the Seller;Note. (b) Seller Abiomed, the Company and WHI shall execute and deliver a share transfer deed representing transfer by to the Seller Investors one or more written instruments effective as of the Sold Shares Closing, in form and substance reasonably satisfactory to the Purchaser Investors and Abiomed, terminating all obligations of the parties under the Note and the other Abiomed Agreements, releasing all security interests Abiomed may have in the assets of the Company and WHI under the Abiomed Agreements or otherwise, permanently waiving any and all rights with respect to any Event of Default that may have existed under the Note, the Warrant or any other Abiomed Agreement at any time on or prior to the Closing, and effective as of and subject to the Closing, releasing the Company and WHI from all claims Abiomed or certain related parties may have against the Company or WHI (other than claims arising under the Transaction Documents), and releasing Abiomed and certain related parties from all claims the Company or WHI may have against Abiomed or such related parties (other than claims arising under the Transaction Documents) (the "SHARE TRANSFER DEEDAbiomed Satisfaction and Release Documents"), duly executed by the Seller; and. (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser Company shall deliver to Abiomed one or more certificates in the Seller to following documents and take the following actions: name of Abiomed or its nominee, bearing appropriate restrictive legends (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreementincluding any legends required by applicable Canadian securities laws), duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; andrepresenting an aggregate of 86,000,000 shares of Common Stock. (d) Purchaser SSF and Venrock shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon surrender to the transfer Company any promissory notes issued to them under the Bridge Facility. (e) The Company shall issue to each Investor one or more certificates in the name of such Investor or its nominee, bearing appropriate restrictive legends (including any legends required by applicable Canadian securities laws), representing the shares of Common Stock set forth opposite its name on the signature pages to this Agreement in exchange for a cash purchase price equal to the product of the Interest Per Share Purchase Price and such shares (each, a "Cash Purchase Price"); provided, however, that the Cash Purchase Price payable by any Investor which is a party to the Purchaser. 7.3.3Bridge Facility shall be offset by the principal and interest payable to such Investor under the Bridge Facility to and including the Closing Date. The Seller and Cash Purchase Price shall be payable by wire transfer in same day funds to be sent to the Purchaser shall jointly deliver the following: (a) Written consent account of the General Partner to Company as instructed in writing by the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; andCompany.

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be madeoccur, which transactions and deliveries shall be deemed to take place simultaneously simultaneously, and no transactions and deliveries transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries documents delivered: 7.3.1. The Seller (1) Each Executing Shareholder shall deliver to the Purchaser the following documents and take the following actions: one or more share certificates (a) Seller shall deliver an assignment and assumption agreement with respect to the Invest, substantially or a written declaration of loss or destruction in lieu thereof in the form to be agreed upon by Purchaser and the Company (and attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement"), Exhibit M) accompanied by duly executed deeds of transfer, in the form to be agreed upon by Purchaser and the Seller;Company (and attached as Exhibit N). (b2) Seller Each person who at the time of the Closing is a Company Warrantholder shall deliver at the Closing to Purchaser a share transfer deed representing transfer by the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by termination and waiver agreement in the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, form reasonably acceptable to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The (3) Purchaser, each of the Holder Representatives on behalf of himself and each Participating Rights Holder, and the Escrow Agent shall enter into the Escrow Agreement. (4) Purchaser shall deliver to the Seller Paying Agent for further distribution by the Paying Agent, upon receipt of a duly executed and completed letter of transmittal set forth as an exhibit to following documents the Paying Agent Agreement, to each Participating Rights Holder or the Trustee in accordance with the Option Tax Ruling, the portion of the Closing Cash Consideration, if any, payable thereto in accordance with this Agreement and take the following actions:information contained in such letter of transmittal, and shall issue to each Participating Rights Holders his, her or its portion of Closing Consideration Shares. (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b5) Purchaser shall deliver to the Assignment and Assumption Escrow Agent the Escrow Fund. (6) If the Purchaser elects to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, duly executed Purchaser shall acquire good and valid title, free and clear of any Liens, to all Company Shares owned by Purchaser;the Non Executing Shareholders in accordance with Section 341 of the Companies Law-1999 or any other procedures available under the Company's articles of association and applicable law, and as of the Closing Date, Purchaser will own 100% of the issued and outstanding share capital of the Company (on a fully diluted basis) and, indirectly through the Company, 100% of the issued and outstanding of the share capital of the Subsidiary free and clear of any Lien. (c7) If Purchaser elects to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, the Company shall deliver register the Share Transfer Deedtransfer of all the Company Shares to Purchaser in the register of shareholders of the Company, duly executed and shall provide Purchaser with a true and correct copy of such updated register of shareholders reflecting such entry, certified by two directors of the Purchaser; and (dCompany. If Purchaser elects not to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) Purchaser of this Agreement, the Company shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to register the transfer of the Interest Company Shares held by the Executing Shareholders to Purchaser in the register of shareholders of the Company, and shall provide Purchaser with a true and correct copy of such updated register of shareholders reflecting such entry, certified by two directors of the Company. (8) If Purchaser elects to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, the Company shall issue and deliver to Purchaser validly executed share certificate(s) covering all the Company Shares, issued in the name of Purchaser. If Purchaser elects not to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, the Company shall issue and deliver to Purchaser validly executed share certificate(s) covering the Company Shares previously held by the Executing Shareholders, issued in the name of Purchaser. 7.3.3. (9) The Seller and the Purchaser shall jointly deliver have received an irrevocable Letter of Appointment of Directors in the following: (a) Written consent form set forth in Exhibit CC, executed by holders of a majority of the General Partner Company Preferred Shares, including ▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures Capital II Ltd., ▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures II L.P., ▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures II CEO Fund (U.S.) L.P., ▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures II (Cayman Islands) L.P., ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ (Israel) L.P., ▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures II CEO Fund L.P. (collectively, “▇▇▇▇▇ ▇▇▇▇▇▇▇”), The Challenge Fund II – Etgar L.P. (the “Challenge Fund”) and Carmel Ventures II L.P. (“Carmel Ventures”), appointing Purchaser’s designees to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer Company, effective as of the Sold Shares to the Purchaser; andClosing.

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed in addition to take place simultaneously and no transactions and deliveries shall be deemed any other instruments or documents referred to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actionsherein: (a) Seller The Buyer shall deliver an assignment and assumption agreement with respect the Closing Cash Purchase Price as follows: (i) the Escrowed Funds to the InvestEscrow Agent; (ii) [reserved]; (iii) on behalf of the Companies, substantially the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the form attached hereto as EXHIBIT A Transaction Expenses Payoff Instructions; (iv) the "Assignment and Assumption Agreement"Shareholder Representative Expense Fund to the Shareholder Representative; (v) the remainder of the Closing Cash Purchase Price (after payment of the foregoing items in Sections 2.3(a)(i) through (iv), duly executed ) to the Companies by wire transfer to the accounts designated by the Seller;Companies (in such ratios as requested by the Companies in writing) at least two Business Days prior to the Closing. (b) Seller Parent shall deliver a share transfer deed representing transfer by issue, at the Seller direction of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED")Companies, duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above;2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1. (c) The Companies and the Shareholders, as applicable shall execute and deliver to the Buyer or its assigns (a) a ▇▇▇▇ of sale, which shall be substantially in the form of Exhibit B (the “▇▇▇▇ of Sale”), (b) Purchaser an assignment of service marks, which shall deliver be substantially in the form of Exhibit C (the “Assignment of Marks”), (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), duly executed by Purchaser; and (ce) Purchaser such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall deliver be effective to vest in the Share Transfer DeedBuyer or its assigns all of such Companies or Shareholders’, duly executed by as the Purchaser; andcase may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities. (d) Purchaser Each of the parties hereto shall execute and deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. the agreements required to be signed by such party pursuant to Sections 8 and Mr. Aviv Tzidon to the transfer of the Interest to the Purchaser9 hereof. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At On the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actionsClosing Date: (a) Seller shall execute, acknowledge and deliver to Buyer an assignment and assumption agreement with respect to the Invest, substantially in the form attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement"), duly executed by ▇▇▇▇ of Sale in a form satisfactory to Buyer (in sufficient counterparts to facilitate recording in applicable counties and filing with the SellerBureau of Land Management or other governmental authorities) conveying the Interests; (b) Seller and Buyer shall execute and deliver a share transfer deed representing transfer by settlement statement that shall set forth the Seller of the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"), duly executed by the Seller; and (c) Seller shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale purchase price and transfer of the Interest each adjustment and the Sold Shares calculation of such adjustments used to determine such amount (the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions: (a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser“Closing Amount”); (c) Purchaser Unless Seller and Buyer otherwise agree, Buyer will prepare any closing documents to be executed and delivered at Closing, subject to Seller’s review and approval; (d) At Closing, Seller shall deliver to Buyer the Share Transfer Deedoriginals or legible copies of all lease, duly executed contract or well records relating to the property (the “Property Records”), at a location designated by Buyer. Seller reserves the Purchaserright to access and copy (at its own expense) all Property Records for three years after the Closing Date, and Buyer agrees to provide access to the Property Records to Seller during normal business hours. (e) Buyer, within thirty (30) days after Closing, shall (i) record the Assignment and ▇▇▇▇ of Sale and all other instruments that must be recorded to effectuate the transfer of the property; and (ii) file for approval with the applicable government agencies all state and federal transfer and assignment documents for the property. Buyer shall provide Seller a recorded copy of the Assignment and ▇▇▇▇ of Sale and other recorded instruments, and approved copies of the state and federal transfer and assignment documents as soon as they are available. (f) Seller and Buyer shall execute, acknowledge and deliver transfer orders or letters-in-lieu prepared by Seller, and approved by Buyer, directing all purchasers of production to make payment to Buyer of proceeds attributable to production from the Interests; (g) [INTENTIONALLY OMITTED] (h) Seller shall deliver to Buyer exclusive possession of the Interests; and (di) Purchaser Buyer shall deliver to Seller a check payable to Seller and American State Bank in the written consent amount of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon the Purchase Price, as adjusted pursuant to the transfer of terms hereof, less the Interest to Initial Deposit which shall be credited against the PurchaserPurchase Price at Closing. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and

Transactions at Closing. At the Closing, the following transactions shall occur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required deliveries delivered: 7.3.1. The Seller shall deliver to the Purchaser the following documents and take the following actions: (a) The Seller shall duly execute and deliver an to the Buyer or its nominee or nominees such deeds, certificates of title or other instruments of assignment and assumption agreement transfer with respect to the Invest, substantially Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the form attached hereto Buyer good and marketable title to all of the Acquired Assets, in each case subject to no Encumbrance (as EXHIBIT A (the "Assignment and Assumption Agreement"defined in Section 4.9), duly executed by the Seller;. (b) Without limitation to the requirements of Section 3.2(a) above, Seller shall deliver to Buyer a share transfer deed representing transfer by Release, in a form acceptable to Buyer’s counsel and substantially similar to that set forth in Exhibit C hereto, from Fleet Capital Corporation and the Seller of Lenders (as defined in the Sold Shares to the Purchaser ("SHARE TRANSFER DEED"Fleet Loan, as hereinafter defined in this paragraph), duly releasing the Acquired Assets from any and all security interests, liens, claims, charges, options, mortgages, debts, title retention agreements, or other encumbrances of any kind under the Third Amended and Restated Credit and Security Agreement, dated as of July 23, 2002, and any amendments or restatements thereof (the “Fleet Loan”). In addition, Seller shall deliver any and all documents reasonably requested by Buyer, executed by Fleet Capital Corporation and the Seller; andLenders, necessary to release any U.C.C. Financing Statements or other filings related to such security interests in the Acquired Assets. (c) Seller The Buyer shall deliver approval of Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Seller, to the sale duly execute and transfer of the Interest and the Sold Shares to the Purchaser. 7.3.2. The Purchaser shall deliver to the Seller to following such instruments of assumption and other documents and take the following actions: (a) Purchaser shall pay with respect to the Assumed Liabilities as the Seller the Consideration as set forth in Section 1.1 above; (b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser; (c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; andmay reasonably request. (d) Purchaser The Seller shall deliver or cause to be delivered to the Buyer all of the Seller’s leases, contracts and agreements included in the Acquired Assets, with such assignments thereof and consents to assignments as are necessary to assure the Buyer of the full benefit of the same, and all of the Seller’s business records, books and other data relating to the Acquired Assets (originals or copies, as the parties reasonably agree). The Seller shall take all requisite steps to put the Buyer in actual possession and operating control of the Acquired Assets. (f) The Buyer shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon Escrowed Amount to the transfer of Escrow Agent and, the Interest Purchase Price (other than the Escrowed Amount) to the PurchaserSeller or to such other person as Seller may designate. 7.3.3. The Seller and the Purchaser shall jointly deliver the following: (a) Written consent of the General Partner to the transfer of the Interest to the Purchaser; (b) Resolution of the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser; and