Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 18, 2024

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey		0-11676		22-1463699
(State of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300, West Orange, New Jersey		07052
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (201) 432-0463

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Class A Common Stock ($0.10 par value)	BELFA	Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)	BELFB	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously announced by Bel Fuse Inc. (“Bel” or the “Company”) in Bel’s press release issued on September 18, 2024 as filed with the Company’s Current Report on Form 8-K of even date filed with the Securities and Exchange Commission on September 19, 2024, Bel has entered into a definitive agreement to acquire a majority 80% stake in Enercon Technologies, Ltd. (“Enercon”). Bel may acquire the remaining 20% stake in Enercon in accordance with the terms and subject to the conditions of the definitive transaction documents, as further described below.

Enercon is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India.

Share Purchase Agreement

On September 18, 2024, Bel entered into a Share Purchase Agreement, dated as of September 19, 2024 (the “Purchase Agreement”), with Enercon, FF3 Holdings, L.P., for itself and as Sellers’ Representative (“FF3”), and each of the other seller parties signatory thereto (together with FF3, each a “Seller” and collectively, the “Sellers”).

On the terms and conditions of the Purchase Agreement, at the closing of the transaction (the “Closing”), Bel will purchase from the Sellers shares of Enercon representing 80% of the issued and outstanding share capital of Enercon on a fully-diluted basis (the “Purchased Shares”). The purchase price to be paid by Bel for the Purchased Shares is (i) $320 million payable at Closing (subject to customary adjustments including for closing cash, indebtedness, net working capital, and any unpaid transaction costs of Enercon), plus (ii) up to $10 million in potential earnout payments (“Earnout Payments”), which may become payable as to up to $5 million for each of the fiscal 2025 and fiscal 2026 earnout periods (each, an “Earnout Period”), subject to Enercon’s achievement of certain specified EBITDA targets for the respective Earnout Periods, as calculated and determined in accordance with the Purchase Agreement. In the event that (i) the target for the respective Earnout Period has been achieved in full, the full $5 million Earnout Payment for the Earnout Period shall be payable, or (ii) achievement for the respective Earnout Period is at least 90% of the target level but less than 100% of the target level, then the amount payable in respect of the Earnout Payment for such Earnout Period shall be $2.5 million. In the event that achievement for the respective Earnout Period is less than 90% of the target level, no Earnout Payment shall be due for such period.

The consummation of the acquisition of the 80% interest in Enercon pursuant to the Purchase Agreement is expected to be completed by the end of 2024 and is subject to customary closing conditions, including applicable regulatory approvals and the absence of certain legal restraints on completion of the transaction. Each of Bel’s and the Sellers’ obligations to complete the transaction are subject to customary conditions, including (i) the accuracy of the representations of the other party, subject to applicable materiality or material adverse effect standards; (ii) compliance of the other party with its obligations and covenants in all material respects; and (iii) execution and delivery of certain ancillary agreements and deliverables in accordance with the Purchase Agreement.

The Purchase Agreement contains representations, warranties and other covenants made by each of Bel, Enercon and the Sellers that are customary for transactions of this nature.

The Purchase Agreement contains customary indemnification provisions for Bel and the Sellers, including obligations for Bel and the Sellers to indemnify the other party for losses related to certain breaches of certain representations and covenants and certain liabilities expressly assumed or retained by the relevant indemnifying party, subject to the terms, conditions, limitations, and procedures governing indemnification as set forth in the Purchase Agreement.

The Purchase Agreement contains certain agreements and covenants of FF3 (without prejudice to any obligations under the Shareholders Agreement, as defined and described below), for the 18 months from the Closing, to refrain from soliciting certain service providers and other specified persons associated with Enercon, or any of Enercon’s customers or suppliers, and to refrain from conducting certain business activities that compete with the Enercon business, subject to certain exceptions as described in the Purchase Agreement.

The Purchase Agreement may be terminated prior to the consummation of the transaction by the mutual written consent of Bel and the Sellers. It may also be terminated in certain other circumstances, including (a) by either Bel or the Sellers if the Closing has not occurred on or prior to the date which is six months following the execution of the Purchase Agreement, provided that the party seeking to so terminate shall not have breached its obligations in any manner that shall have proximately caused the failure to consummate the acquisition on or before such date or (b) by either Bel or the Sellers, as the case may be, provided that the party seeking to terminate is not in breach, if (i) conditions to Closing of the party seeking to terminate have become incapable of fulfillment by the date which is six months following the execution of the Purchase Agreement or (ii) the other party is in breach of the Purchase Agreement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference. It is not intended to provide any other factual information about Bel, the Sellers, Enercon, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the transaction. The Purchase Agreement contains representations and warranties that are the product of negotiations among the parties thereto and the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered by the respective parties to the Purchase Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Shareholders’ Agreement

Pursuant to and as a condition to closing the transactions under the Purchase Agreement, the parties have agreed that at the Closing, Bel or a subsidiary thereof utilized as the purchaser vehicle (as the then owner of 80% of the share capital of Enercon) and FF3 (as the then owner of 20% of the share capital of Enercon) (in such capacity, the “FF Party”), will enter into a Shareholders’ Agreement at the Closing, substantially in the form as agreed between the parties and attached to the Purchase Agreement (the “Shareholders’ Agreement”), to govern their relationship as shareholders of Enercon and certain other matters concerning the management and affairs of Enercon.

Among other matters, the Shareholders’ Agreement sets forth a put-call mechanism pursuant to which Bel may purchase the remaining 20% interest in Enercon, in accordance with the terms and subject to the conditions thereof. Among other terms, (i) Bel will be provided with an initial call option (exercisable from the Closing through the end of February 2025) to purchase the remaining 20% interest in Enercon (the “Initial Call Option”), (ii) Bel will be provided with a deferred call option to purchase the remaining 20% interest in Enercon (the “Deferred Call Option”), exercisable during the first quarter of 2027 (with such exercise period subject to extension for completion of the calculation of applicable Enercon EBITDA metrics where appliable) (the “Deferred Exercise Period”), and (iii) the FF Party will be provided with a put option (exercisable during the Deferred Exercise Period) to sell the remaining 20% interest in Enercon to Bel (the “Deferred Put Option” and together with the Deferred Call Option, a “Deferred Closing”). A purchase by Bel pursuant to the Deferred Closing mechanism is subject to potential acceleration in the event of certain specified corporate transactions and events.

Bel’s purchase price for the remaining 20% interest in Enercon, if completed pursuant to the Initial Call Option, will be a base amount equal to (x) $80 million (subject to adjustments to true-up the estimated purchase price adjustments at the Closing to the final values, applied at the pro rata 20% level), plus (y) an amount equivalent to 6% interest per annum from the Closing to the payment of the consideration for the Initial Call Option, less (z) the amount of dividends or similar payments made to the FF Party in relation to the Initial Call Option shares following the Closing and prior to their purchase plus an amount equivalent to 6% interest per annum from the date of payment of each dividend to the payment of the consideration for the Initial Call Option.

Bel’s purchase price for the remaining 20% interest in Enercon, if completed pursuant to a Deferred Closing, will be determined pursuant to the calculation mechanism as set forth in the Shareholders Agreement. For a Deferred Call Option or Deferred Put Option, the formula provides for a purchase price based on 20% of the sum of (i) 10.65% multiplied by Enercon’s 2026 EBITDA (as defined in the Shareholders Agreement) plus (ii) the Deferred Closing Balance Sheet Amount (as defined in the Shareholders Agreement).

The Shareholders Agreement also sets forth the agreement of Bel and the FF Party on certain other terms governing their rights as shareholders of Enercon and the governance of the post-Closing business of Enercon. As to Enercon’s governance, the Shareholders Agreement will provide that Enercon’s board of directors will consist of a minimum of five members, with Bel having designation rights with respect to up to three directors (and in any event a majority of the Enercon directors), and the FF Party having designation rights with respect to up to two directors, who shall be partners or senior employees of the FF Party (with the initial FF Party directors expected to be Shmoulik Barashi and Yochai Hacohen). The Shareholders Agreement provides that any distribution by way of dividend shall be effectuated by Enercon to its shareholders pro rata by their respective shareholdings.

The Shareholders Agreement also includes certain agreements and covenants by the FF Party, for the time it remains a shareholder of Enercon and for certain periods thereafter, to refrain from soliciting certain service providers and other specified persons associated with Enercon, or any of Enercon’s customers or suppliers, and to refrain from conducting certain business activities that compete with the Enercon business, subject to certain exceptions as described in the Shareholders Agreement.

The Shareholders Agreement provides for termination on the occurrence of certain events, including where Enercon has only one shareholder.

The foregoing description of the form of Shareholders Agreement is qualified in its entirety by reference to the full text of the form Shareholders Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Financing Commitments

Bel intends to finance the acquisition through a combination of cash on hand and bank borrowings by means of an increase to the Company’s existing credit facility.

Bel’s existing Amended and Restated Credit and Security Agreement, by and among the Company, as the borrower, KeyBank National Association (“KeyBank”), as administrative agent, swing line lender and issuing lender, and the other lenders identified therein (as amended, restated or otherwise modified from time to time, the “Existing Credit Agreement”), provides for a $175 million 5-year senior secured revolving credit facility (inclusive of a sublimit of up to $10 million available for letters of credit and a sublimit of up to $5 million available for swing line loans) (the “Maximum Revolving Amount”), and which currently has an aggregate outstanding principal balance of approximately $60 million.

Concurrently with the entry into the Purchase Agreement, Bel entered into a Commitment Letter, dated September 18, 2024 (the “Commitment Letter”), with KeyBank, Bank of America, N.A. (“BofA”), BMO Bank, N.A. (“BMO”), PNC Bank, National Association (“PNC”) (each of BofA, BMO, and PNC, together with KeyBank, the “Incremental Lenders”), KeyBanc Capital Markets Inc. (“KBCM”), PNC Capital Markets LLC (“PNC Capital”), and BofA Securities, Inc. (“BofA Securities”; together with KBCM, PNC Capital and the Incremental Lenders, the “Commitment Parties”), that provides a commitment, subject to satisfaction of certain conditions and the terms as agreed between the Company and the Commitment Parties, to increase the Maximum Revolving Amount available under the Existing Credit Agreement’s revolving credit facility by an aggregate of $150 million (the “Revolving Facility Increase”) to an aggregate amount of $325 million.

Among the satisfaction of other conditions and deliverables, the completion of the Revolving Facility Increase will be subject to the execution and delivery of an amendment to, or an amendment and restatement of, the Existing Credit Agreement.

In connection with Bel’s entry into the Commitment Letter, Bel entered into a Second Amendment Agreement dated September 18, 2024 (the “Second Amendment”) to the Existing Credit Agreement (as amended by the Second Amendment, the “Credit Agreement”). The Second Amendment makes certain amendments to the Existing Credit Agreement, including (i) increasing the cap set forth in Section 2.10(b) (governing “Increase in Commitment”) of the Existing Credit Agreement by $50 million to $150 million, (ii) adding certain customary provisions permitting the use of revolving loans on a limited conditions basis to finance the Enercon acquisition, and (iii) permitting the Enercon acquisition under the Credit Agreement. Except as otherwise specifically provided in the Second Amendment (including with respect to certain amendments which are effective on the Closing Date and subject to the Closing of the Enercon acquisition), the provisions of the Existing Credit Agreement revised by the Second Amendment were amended effective as of the date of the Second Amendment. Pursuant to the Second Amendment, the parties additionally agreed to the text of a Conformed Amended and Restated Credit and Security Agreement (the “Conformed Amended and Restated Credit and Security Agreement”), which restates the text of the Existing Credit Agreement so as to reflect and integrate the changes implemented pursuant to the Second Amendment, as well as the changes implemented pursuant to the previously disclosed First Amendment Agreement dated as of January 12, 2023. The foregoing description of the Second Amendment and the amendments to the Existing Credit Agreement is qualified in its entirety by reference to the full texts of the Second Amendment and the Conformed Amended and Restated Credit and Security Agreement, copies of which are filed herewith as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the caption “Financing Commitments” is incorporated by reference into this Item 2.03.

Cautionary Language Concerning Forward-Looking Statements

This communication includes forward-looking statements, including statements relating to the potential transaction, such as the expected funding and time period to consummate the potential transaction (including the timing of completing the Closing for the acquisition of the majority 80% interest in Enercon, and the timing of a purchase by the Company of the remaining 20% interest pursuant to the put-call mechanism), and the anticipated benefits of the potential transaction. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “predict,” “should,” “will,” “expect,” “project,” “forecast,” “goal,” “outlook,” “target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in Bel’s filings with the SEC and the following: unanticipated difficulties, delays or expenditures relating to the proposed acquisition, including, without limitation, difficulties that result in the failure to realize the expected benefits and synergies within the expected time period (if at all); disruptions of Bel’s or Enercon’s current plans, operations and relationships with customers, suppliers, distributors, business partners and regulators caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the possibility that the proposed transaction does not close, including, but not limited to, failure to satisfy the closing conditions; the market concerns facing Bel’s customers, and risks for Bel’s business in the event of the loss of certain substantial customers; the continuing viability of sectors that rely on Bel’s products; the effects of business and economic conditions, and challenges impacting the macroeconomic environment generally and/or Bel’s industry in particular; the effects of rising input costs, and cost changes generally, including the potential impact of inflationary pressures; potential difficulties associated with integrating previously acquired companies, and potential difficulties associated with integrating the Enercon business post-closing; capacity and supply constraints or difficulties, including supply chain constraints or other challenges; the impact of public health crises (such as the governmental, social and economic effects of COVID or other future epidemics or pandemics); difficulties associated with the availability of labor, and the risks of any labor unrest or labor shortages; risks associated with Bel’s international operations, including Bel’s substantial manufacturing operations in China, and following the acquisition of Enercon, risks associated with operations in Israel, which may be adversely affected by political or economic instability, major hostilities or acts of terrorism in the region; risks associated with restructuring programs or other strategic initiatives, including any difficulties in implementation or realization of the expected benefits or cost savings; product development, commercialization or technological difficulties; the regulatory and trade environment including the potential effects of trade restrictions that may impact Bel, its customers and/or its suppliers; risks associated with fluctuations in foreign currency exchange rates and interest rates; uncertainties associated with legal proceedings; the market's acceptance of Bel’s new products and competitive responses to those new products; the impact of changes to U.S. and applicable foreign legal and regulatory requirements, including tax laws, trade and tariff policies; and the risks detailed in Bel’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in subsequent reports filed by Bel with the Securities and Exchange Commission, as well as other documents that may be filed by Bel from time to time with the Securities and Exchange Commission. In light of the risks and uncertainties impacting Bel’s business, there can be no assurance that any forward-looking statement will in fact prove to be correct. Past performance is not necessarily indicative of future results. The forward-looking statements included in this communication represent Bel’s views as of the date of this communication. Bel anticipates that subsequent events and developments will cause its views to change. Bel undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. These forward-looking statements should not be relied upon as representing Bel’s views as of any date subsequent to the date of this communication.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enercon Technologies Ltd.*
10.1		Form of Shareholders’ Agreement, by and among Bel Fuse Inc., FF3 Holdings, L.P., and Enercon Technologies Ltd.*
10.2		Second Amendment Agreement, dated September 18, 2024, to Amended and Restated Credit and Security Agreement, dated as of September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended
10.3		Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023 and Second Amendment Agreement dated as of September 18, 2024), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 24, 2024	BEL FUSE INC.
	(Registrant)


By:	/s/Daniel Bernstein
	Daniel Bernstein
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enercon Technologies Ltd.*
10.1		Form of Shareholders’ Agreement, by and among Bel Fuse Inc., FF3 Holdings, L.P., and Enercon Technologies Ltd.*
10.2		Second Amendment Agreement, dated as of September 18, 2024, to Amended and Restated Credit and Security Agreement, dated September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended
10.3		Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023 and Second Amendment Agreement dated as of September 18, 2024), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

Exhibit 2.1

EXECUTION VERSION

_____________________________________________

SHARE PURCHASE AGREEMENT

_____________________________________________

BY AND AMONG

ENERCON TECHNOLOGIES LTD.,

THE SHAREHOLDERS OF COMPANY,

AND

THE PURCHASER

September 19, 2024

_____________________________________________________________________________________

TABLE OF CONTENT


SHARE PURCHASE AGREEMENT			1
1	DEFINITIONS		6
	1.1	Definitions.	6
	1.2	Rules of Construction.	25
2	PURCHASE AND SALE		25
	2.1	Purchase and Sale of the Purchased Shares.	25
	2.2	Purchase Price.	26
	2.3	Closing Payment Amount.	26
	2.4	Earnout Payments.	27
	2.5	Closing.	30
	2.6	Transactions to be Effected at the Closing.	31
	2.7	Closing Date Adjustments.	32
	2.8	Cash-Out of Options.	36
	2.9	Cash-Out of the Tmura Warrant.	36
	2.10	Withholding Rights.	37
3	REPRESENTATIONS AND WARRANTIES RELATING TO EACH SELLER AND THE PURCHASED SHARES		38
	3.1	Organization, Good Standing and Power.	39
	3.2	Authority; Execution and Delivery; Enforceability.	39
	3.3	No Conflicts; Consents.	39
	3.4	Litigation.	39
	3.5	The Purchased Shares.	40
	3.6	Solvency.	40
	3.7	Tax Matters.	40
	3.8	Tax Withholding Information.	40
	3.9	Sanctions	40
	3.10	No Implied Representations and Warranties.	41
4	REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY		41
	4.1	Organization, Good Standing and Qualification.	41
	4.2	Subsidiaries.	41
	4.3	Capitalization.	42

	4.4	Authorization; Execution and Delivery; Enforceability.	43
	4.5	Corporate Documents.	43
	4.6	No Conflicts; Consents.	44
	4.7	Compliance with Laws; Permits.	44
	4.8	Financial Statements.	45
	4.9	Changes.	45
	4.10	Taxes.	45
	4.11	Title to Properties and Assets; Liens.	50
	4.12	Real Property.	51
	4.13	Finance Arrangements	52
	4.14	Litigation.	52
	4.15	Material Contracts.	53
	4.16	Intellectual Property.	54
	4.17	Information Technology.	57
	4.18	Employees.	57
	4.19	Employee Benefit Plans.	59
	4.20	Obligations to Related Parties.	60
	4.21	Environmental Matters.	60
	4.22	Privacy and Data Security	61
	4.23	Sanctions and Export Laws	61
	4.24	Corrupt Practices	63
	4.25	Brokers or Finders.	64
	4.26	Material Customers and Suppliers; Trading.	64
	4.27	Warranties.	65
	4.28	Insurance.	65
	4.29	Representations and Warranties Complete.	65
5	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		65
	5.1	Organization, Good Standing and Power.	66
	5.2	Authority; Execution and Delivery; Enforceability.	66
	5.3	No Conflicts; Consents.	66
	5.4	Litigation.	66
	5.5	Investment Intent; Restricted Securities.	67

	5.6	Brokers or Finders.	67
	5.7	Adequacy of Funds.	67
	5.8	Solvency.	67
	5.9	Independent Investigation.	67
	5.10	Absence of Certain Business Practices	68
6	COVENANTS		68
	6.1	Conduct of Business.	68
	6.2	Financing Cooperation	71
	6.3	Access to Information; Notice of Certain Events.	72
	6.4	Exclusivity.	72
	6.5	Employees and Employee Benefits.	73
	6.6	Governmental Approvals and Consents.	74
	6.7	Use of Proceeds	75
	6.8	Tax Matters	75
	6.9	Public Announcements.	81
	6.10	Further Assurances.	81
	6.11	Confidentiality.	81
	6.12	Indemnification of Officers and Directors.	82
	6.13	R&W Insurance Policy	82
	6.14	Limited Activities.	82
	6.15	Board of Directors Composition	84
7	CONDITIONS PRECEDENT		84
	7.1	Conditions to Each Party’s Obligations.	84
	7.2	Conditions to Obligation of the Purchaser.	84
	7.3	Conditions to Obligation of the Sellers.	86
	7.4	Frustration of Closing Conditions.	87
8	TERMINATION		87
	8.1	Termination.	87
	8.2	Effect of Termination.	87
9	SURVIVAL; LIMITATIONS OF LIABILITY; INDEMNIFICATION		88
	9.1	Survival.	88
	9.2	Indemnification.	88

	9.3	Payment of Claims.	90
	9.4	Limitations and Other Matters Relating to Indemnification.	90
	9.5	Indemnification Procedures.	92
	9.6	Payments.	95
	9.7	Exclusive Remedy; No Duplication; Right of Set-off.	95
10	MISCELLANEOUS		96
	10.1	Amendment.	96
	10.2	Notices.	96
	10.3	Governing Law and Settlement of Disputes.	97
	10.4	Sellers’ Representative	98
	10.5	Successors and Assigns.	100
	10.6	Entire Agreement.	101
	10.7	Severability.	101
	10.8	Counterparts.	101
	10.9	Remedies; Specific Performance.	101
	10.1	No Third-Party Beneficiaries.	102
	10.11	Waivers.	102
	10.12	Set-off	102
	10.13	Privilege; Counsel.	102
	10.14	Release.	103

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is made as of September 19, 2024, by and among FF3 Holdings, L.P., a limited partnership organized under the laws of the Cayman Islands, for itself and as the Sellers’ representative (“FF3” or “Sellers’ Representative”) and the Persons listed in Schedule I (each a “Seller” and collectively, the “Sellers”), Bel Fuse Inc., a publicly-traded corporation organized under the laws of New Jersey (the “Purchaser”), and Enercon Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1 hereof or elsewhere in the relevant Section or Sub-Section in the Agreement in which they appear.

RECITALS

WHEREAS, as of the date hereof, the Sellers own one hundred percent (100%) of the issued and outstanding shares of the Company; and

WHEREAS, the Purchaser desires to purchase from the Sellers, and each of the Sellers desires to sell, convey, transfer and assign to the Purchaser, certain shares of the Company (the “Purchased Shares”) in consideration for the Purchase Price, such that, subject to the terms and conditions set out herein, upon the Closing, the Purchaser will hold eighty percent (80%) of the issued and outstanding share capital of the Company on a fully diluted basis, upon the terms and subject to the conditions set out in this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements by the parties contained herein, the parties hereto hereby agree as follows:

1.	DEFINITIONS

1.1

Definitions.

For purposes of this Agreement the following capitalized terms shall have the meanings specified in this Section 1.1:

“2025 Earnout Payment” means the payment which shall become payable upon and subject to it being agreed or determined in accordance with the provisions of Section 2.4 either; (i) that the 2025 Earnout Target has been achieved in full, in which case the amount payable shall be an amount equal to USD5,000,000 (five million US dollars), or (ii) that 2025 EBITDA was at least ninety percent (90%) of the 2025 EBITDA Target but less than one hundred percent (100%) of the 2025 EBITDA Target, in which case the amount payable shall be an amount equal to USD2,500,000 (two million five hundred thousand US dollars). For the avoidance of doubt, the maximum 2025 Earnout Payment shall be USD5,000,000 (five million US dollars).

“2025 Earnout Period” means the twelve (12) month period ending on December 31, 2025.

“2025 Earnout Target” means 2025 EBITDA of USD43,700,000 (forty three million, seven hundred thousand US dollars).

“2025 EBITDA” means EBITDA in respect of the 2025 Earnout Period, as calculated and determined in accordance with this Agreement.

“2026 Earnout Payment” means the payment which shall become payable upon and subject to it being agreed or determined in accordance with the provisions of Section 2.4 either; (i) that the 2026 Earnout Target has been achieved in full, in which case the amount payable shall be an amount equal to USD5,000,000 (five million US dollars), or (ii) that 2026 EBITDA was at least ninety percent (90%) of the 2026 EBITDA Target but less than one hundred percent (100%) of the 2026 EBITDA Target, in which case the amount payable shall be an amount equal to USD2,500,000 (two million five hundred thousand US dollars). For the avoidance of doubt, the maximum 2026 Earnout Payment shall be USD5,000,000 (five million US dollars).

“2026 Earnout Period” means the twelve (12) month period ending on December 31, 2026.

“2026 Earnout Target” means 2026 EBITDA of US$50,400,000 (fifty million, four hundred thousand US dollars).

“2026 EBITDA” means EBITDA in respect of the 2026 Earnout Period, as calculated and determined in accordance with this Agreement.

“Acceptance Notice” has the meaning set forth in Section 2.7(b).

“Accounting Principles” shall mean (i) the accounting principles and practices applied in the Financial Statements, and (ii) if not otherwise addressed in (i), IFRS.

“Accounts” means the consolidated audited financial statements for the Company for the fiscal year ended December 31, 2023.

“Accounts Relief” means a Relief which: (i) has been treated, shown, reflected or taken into account as an asset in the Accounts; or (ii) has been taken into account in computing any provision for Tax and/or deferred Tax which appears or which, but for the availability or presumed availability of the Relief, would have appeared in the Accounts.

“Action” means any claim, demand, charge, action, suit, litigation, settlement, complaint, arbitration, or inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

“Actual Tax Liability” means any liability to make an actual payment or increased payment of Tax or on account of or in respect of Tax (whether or not such liability is a primary liability of any Company Group and whether or not the person so liable has or may have any right of indemnity or reimbursement against any other person) whether or not such liability has been discharged before the Closing Date.

“Acquisition” has the meaning set forth in Section 2.1.

“Additional Payment Amount” has the meaning set forth in Section 2.7(a).

“Adjustment Escrow Amount” means the sum of USD2,500,000.

“Adjustment Reports” has the meaning set forth in Section 2.7(b).

“Affiliate” of a Person means (i) any Person who, directly or indirectly, controls, is controlled by or is under common control with such Person (provided that, in no event shall any portfolio company of FF3 be deemed to be by an Affiliate of the Sellers with respect to arms’ length basis commercial agreements entered into with such portfolio company); or (ii) in the case of an individual, the spouse, parent, sibling, child, issue, adopted child, stepchild or other lineal descendants of such Person or any ancestor of such Person or any trust or other entity principally for the benefit of such person or any of such Person’s related parties. For purposes of this definition, the term control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by agreement or otherwise (and the terms controlling and controlled have meanings correlative to the foregoing).

“Agreement” has the meaning set forth in the Preamble.

“Anti-Bribery Laws” means, in each case, as applicable, (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (ii) the UK Bribery Act 2010, (iii) Sections 291 and 291A of the Israeli Penal Law, 1967, (iv) any Applicable Legal Requirements promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on 17 December 1997, (v) India’s Prevention of Corruption Act, 1988, and (vi) any other Applicable Legal Requirements relating to bribery or corruption, including books and records offences relating directly or indirectly to a bribe.

“Anti-Money Laundering Laws” means, in each case, as applicable, (i) the U.S. Money Laundering Control Act, (ii) the U.S. Currency and Foreign Transactions Reporting Act, (iii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (iv) the U.S. Bank Secrecy Act, (v) the UK Proceeds of Crime Act 2002, (vi) the UK Terrorism Act 2000, (vii) the European Union Money Laundering Directives and applicable European Union member states' implementing legislation, (viii) the Israeli Prohibition of Money Laundering Law, 2000, (ix) the Israeli Prohibition of Financing of Terrorism Law, (x) 2005, and (x) and any other Applicable Legal Requirements relating to money laundering or terrorism funding.

“Antitrust Filings” has the meaning set forth in Section 6.6(a).

“Antitrust Laws” has the meaning set forth in Section 6.6(a).

“Articles of Association” means the articles of association of the Company as in effect from time to time.

“Applicable Legal Requirements” means any applicable federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, Order, assessment, writ or other legal requirement, administrative policy or guidance, or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Balance Sheet Date” means June 30, 2024.

“Banking Institutions” means any and all lenders to the Company Group, including the entities listed in Schedule 7.2(d)(xi).

“Banking Institutions Payoff Amount” has the meaning set forth in Section 7.2(d)(xi).

“Banking Institutions Payoff Letters” has the meaning set forth in Section 7.2(d)(xi).

“Business Day” means any day other than a Friday, Saturday, Sunday or a day on which banking institutions located in Tel Aviv, Israel or in the State of New York, are authorized or required by law or other governmental action to close.

“Carve-out” has the meaning set forth in Section 2.7(i).

“Carve-out Agreements” has the meaning set forth in Section 2.7(i).

“Carve-out Escrow Amount” means USD2,000,000.

“Cash” means the aggregate amount of cash or cash equivalents (including marketable securities) (net of amounts that are not freely usable, distributable or transferable (including as a result of Taxes imposed as a result of any distribution or transfer)) on hand or held unrestricted in deposit, bank deposits, money market or other similar accounts by or for the benefit of the Company Group, calculated as of 11:59 p.m. Israel time on the day immediately prior to the Closing Date, provided that Cash shall include (i) the amount of checks and drafts received but not yet deposited by any member of the Company Group and that are not part of Net Working Capital; and (ii) the fair value of any derivative or similar arrangements. The foregoing) shall be calculated in accordance with the Accounting Principles.

“Claim” has the meaning set forth in Section 9.5(a).

“Claim Notice” has the meaning set forth in Section 9.5(a).

“Closing” has the meaning set forth in Section 2.4(a).

“Closing Date” has the meaning set forth in Section 2.4(a).

“Closing Date Balance Sheet” has the meaning set forth in Section 2.7(a).

“Closing Date Cash Calculation” has the meaning set forth in Section 2.7(a).

“Closing Date Indebtedness Calculation” has the meaning set forth in Section 2.7(a).

“Closing Date Net Working Capital Calculation” has the meaning set forth in Section 2.7(a).

“Closing Payment Amount” means an amount equal to the Purchase Price excluding any Earnout Payments.

“Collective Bargaining Agreement” means any and all Contracts that have been entered into between the Company or any of its Subsidiaries and any Employee Representative, or any industry-wide or nation-wide agreement governing labor or employment relations to which the Company or any of its Subsidiaries is subject or bound.

“Company” has the meaning set forth in the Preamble.

“Company Group” means the Company and each of its Subsidiaries; provided further that MCT, MPS and CCC shall be deemed to be, and treated for the purposes of this Agreement, as if each of them are Subsidiaries of the Company, and any one of them shall be referred to as a “Group Company”.

“Company Option Plan” means the Enercon Technologies Ltd 2015 Share Option Plan (including all the appendices thereto) and each other stock option plan, program or arrangement of the Company, collectively.

“Company Optionholders” means the holders of Company Options as set forth in Schedule II.

“Company Options” means options (whether vested or unvested) to purchase shares of the Company under any Company Option Plan as set forth opposite each Company Optionholder’s name in Schedule II, including the type of options granted to such Company Optionholder (Section 102 Options or otherwise).

“Company Vested Optionholders” means those Company Optionholders that hold unexpired, unexercised, vested (after giving effect to any existing acceleration provision or accelerated vesting authorized by resolution of the Board of Directors of the Company prior to Closing) Company Options exercisable immediately prior to the Closing that are in the money.

“Company Warrantholder” means the holder of the Tmura Warrant.

“Confidential Material” has the meaning set forth in Section 6.11.

“Consideration Allocation Certificate” means the consideration allocation certificate to be attached hereto as Annex I five (5) Business Days prior to the Closing Date, setting forth: (i) the estimated aggregate amount of the Closing Payment Amount; (ii) the allocation of the Closing Payment Amount among each of the Sellers, the Company Vested Optionholders, the Company Warrantholder and each Banking Institution; (iii) payment instructions (including wire instruction details) to each of the Sellers and the 102 Trustee; (iv) payment instructions (including wire instruction details) to the Company Warrantholder; (v) payment instructions (including wire instruction details) to each Banking Institution; and (vi) the Relevant Portion and Relevant Purchased Shares for each of the Sellers, and the Company Vested Optionholders and the Company Warrantholder.

“Contract” means any note, bond, mortgage, indenture, guarantee, license, franchise, permit, agreement, understanding, arrangement, contract, commitment, letter of intent, or other instrument or obligation, and any amendments thereto.

“Convertible Equity” means any convertible securities of the Company, including, but not limited to, the vested Company Options and the Tmura Warrant.

“Convertible Equity Amount” means the portion of the Purchase Price that would be payable to the holders of Convertible Equity as shall be provided in the Consideration Allocation Certificate.

“Copyrights” has the meaning set forth in the definition of Intellectual Property.

“D&O Tail Policy” has the meaning set forth in Section 6.12(a)

“Data Room” means the data site maintained by Intralinks on behalf of the Sellers in relation to the Acquisition and all documents contained therein as at the date of this Agreement, of which two (2) identical USB sticks issued by Intralinks shall be delivered to the Purchaser by the Sellers’ Representative within ten (10) Business Days of the date of this Agreement.

“Defense Export Law” means the Israeli Defense Export Control Law, 2007 and the regulations enacted thereunder.

“Deemed Tax Liability” means: (i) the Loss, otherwise than by use or setting off, of an Accounts Relief (other than a repayment of Tax or payment in respect of Tax), and the amount of the Deemed Tax Liability will be the amount of Tax which would not have paid (on the basis of Tax rates current at the Closing Date) but for the Loss of the Relief, assuming for this purpose that there were sufficient profits to use the Relief (or that the Relief could otherwise have been used); (ii) the Loss of an Accounts Relief which was a right to repayment of Tax or to a payment in respect of Tax, and the amount of the Deemed Tax Liability will be the amount of the repayment or payment; or (iii) the use or setting-off of any Purchaser’s Relief where, but for that set-off or use, a Seller would have had a liability to make a payment to Buyer under this Agreement, and the amount of the Deemed Tax Liability will be the amount of Tax for which a Seller would have been liable but for such use or set-off.

“Direct Claim” has the meaning set forth in Section 9.5(a).

“Disclosure Schedule” has the meaning set forth in Section 3.

“Earnout Payments” means the 2025 Earnout Payment and the 2026 Earnout Payment, and “Earnout Payment” means any of them.

“Earnout Period” means (i) in respect of the 2025 Earnout Payment, the 2025 Earnout Period; and (ii) in respect of the 2026 Earnout Payment, the 2026 Earnout Period.

“Earnout Targets” means, in respect of the 2025 Earnout Payment, the 2025 Earnout Target and, in respect of the 2026 Earnout Payment, the 2026 Earnout Target, and “Earnout Target” means any of them.

“EBITDA” means an amount equal to the net income calculated under US GAAP plus (to the extent deducted in arriving at net income) (a) net financial expenses, (b) tax expenses, (c) depreciation and amortization expenses, and (d) other expenses, including changes in fair value of contingent consideration equity income/loss, and other income/expenses recorded below the line of “operating profit” in the statement of operations. EBITDA shall exclude (i) lease expenses paid in cash, (ii) factoring expenses, (iii) provision for warranty expenses, (iv) stock based compensation expenses, (v) pro-forma consolidation, (vi) management fees, and (vii) expenses relating to the transactions contemplated by the Transaction Documents. EBITDA shall be adjusted to disregard the effects of the acquisition of any business by the Company following the Closing. Any material changes following the date of Closing implemented by the Company in or of any accounting policies or management estimations applied in calculating the financial performance or operations of the Company shall be discussed between the Purchaser, the Sellers Representative and the Company. No changes to any accounting policies relating to inventory shall be taken into account for the purposes of calculating EBITDA.

“Economic Competition Law” means the Israeli Economic Competition Law, 5748-1988, as amended from time to time, and any rules, regulations, decrees or guidelines promulgated thereunder.

“Effect” has the meaning set forth in the definition of Material Adverse Effect.

“Effective Time” means 11.59 p.m. Israeli time on the day prior to the Closing Date.

“Employee Benefit Plans” means each (i) equity-based award, incentive, retirement or welfare benefit plan, program or arrangement and (ii) employment, termination, transaction bonus, retention or similar agreement or arrangement, in each case that is maintained by a member of the Company Group for the benefit of any employee, officer or director of a member of the Company Group; provided that in no event shall an Employee Benefit Plan include any arrangement operated by a Governmental Authority to which a member of the Company Group is required to contribute under applicable Law.

“Employee Representatives” means any labor union, trade union, labor organization, labor association, collective bargaining unit, works council, employee councils, workers’ committee, cooperation committee, bargaining representatives, or any other type of employees’ representative or employee organization elected, appointed or created for information, consultation, codetermination and/or collective bargaining purposes.

“Environment” means the natural and human-made environment including all or any of the following media: air (excluding air within buildings or other natural or human-made structures, whether above or below the ground); water (including groundwater); land (including land under water); and any ecological systems and living organisms (including humans) supported by those media.

“Environmental Laws” means any Law relating to pollution or the protection of the Environment, including those (a) that classify, regulate, call for the remediation, reinstatement or restoration of, require reporting with respect to, or list or define the air, water, groundwater, solid waste or other aspects of the Environment, (b) that govern the generation, presence, disposal, release, spillage, storage, possession, transport, deposit, escape, discharge, leak, migration or emissions of or exposure to Hazardous Materials or toxic substances, (c) the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment, (d) that place legal responsibility on manufacturers, importers, distributors, sellers, users or consumers of products relating to producer responsibility in the disposal or recycling of products.

“Environmental Permits” means any permits, licences, consents, certificates, registrations, notifications, filings, approvals, statutory agreements, allowances, reporting, notices, exemptions or other authorizations required or obtained under any Environmental Laws by the Seller (in relation to the Company or any of the Subsidiaries).

“Escrow Account” means the deposit account to be opened in the name of the Escrow Agent with ESOP Trust & Management Services Ltd and operated in accordance with the Escrow Agreement.

“Escrow Agent” means the escrow agent to be appointed under the Escrow Agreement.

“Escrow Agreement” means the escrow agreement entered into or to be entered into prior to the Closing Date, between the Escrow Agent, the Purchaser, and the Sellers’ Representative.

“Estimated Cash” means the Company’s estimate of the Cash as of the Closing Date.

“Estimated Closing Statement” has the meaning set forth in Section 2.3(a).

“Estimated Indebtedness” means the Company’s estimate of the Indebtedness as of the Closing Date.

“Estimated Net Working Capital” has the meaning set forth in Section 2.3(a).

“Event” includes an event, transaction (including the execution of, and Closing of, this Agreement), action or omission whatsoever, whether alone or in conjunction with any other event, transaction, action or omission and includes (without limitation) any payment, the death of any person and a company becoming, being or ceasing to be a member of a group of companies (however defined) for the purposes of any Tax and, for the avoidance of doubt, any reference to an Event occurring on or before a particular date will include Events which for Tax purposes are deemed to have, or are treated or regarded as having, occurred on or before that date.

“Final Adjustment Report” has the meaning set forth in Section 2.7(e).

“Final Cash” has the meaning set forth in Section 2.7(e).

“Final Indebtedness” has the meaning set forth in Section 2.7(e).

“Final Net Working Capital” has the meaning set forth in Section 2.7(e).

“Financial Statements” has the meaning set forth in Section 4.8.

“Fundamental Representations” means the representations and warranties set forth in Sections 3.1 (Organization, Good Standing and Qualification); 3.2 (Authority; Execution and Delivery; Enforceability); 3.5 (The Purchased Shares) 4.1 (Organization, Good Standing and Qualification); 4.3 (Capitalization); 4.4 (Authorization; Execution and Delivery; Enforceability), 4.10 (Taxes), and 4.24 (Brokers and Finders).

“Governmental Authority” means the government of any jurisdiction, or any political subdivision thereof, whether provincial, state or local, and any department, ministry, agency, authority, body, court, central bank or other entity lawfully exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group Domain Names” means (a) all domain names with respect to which the Company or any of its Subsidiaries owns or purports to own the rights or that are used or held for use by the Company or any of its Subsidiaries, including the domain names listed in Annex 4.16(c) to Schedule 4.16(c) of the Disclosure Schedule; and (b) all rights with respect to the domain names referred to under (a).

“Group IP” means (a) the Group Owned IP; and (b) all other Intellectual Property that is controlled, licensed, used or held for use by the Company or any of its Subsidiaries.

“Group Owned IP” means (a) all: Group Registered IP; (b) all Group Domain Names, (c) all Group Owned Software; and (d) all other Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

“Group Owned Software” means all Software that is (a) material for the business of the Company or any of its Subsidiaries and (b) the subject-matter of Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries, including the Software listed in Annex 4.16(c) to Schedule 4.16(c) of the Disclosure Schedule.

“Group Owned Software Source Code” means, collectively, any human readable software source code, or any material portion or aspect of the software source code, or any material algorithm contained in or relating to any software source code, that constitutes Group Owned Software.

“Group Registered IP” means all Patents, Trademarks and registered Copyrights and all other registrations, issuances or grants of Intellectual Property and all applications for registration, issuance or grant of Intellectual Property, in each case that are owned or purported to be owned by the Company or any of its Subsidiaries, including the registrations, issuances, grants and applications listed in Schedule 4.16(e) of the Disclosure Schedule.

“Harmful Code” means “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any similar mechanism or device, or any other code designed or intended to have, or intended to be capable of performing, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorised access to, a computer system or network or other device on which such code is stored or installed; or (b) damaging or destroying any data or file, in each case, without the user’s consent.

“Hazardous Materials” means any and all substances, materials, organisms or wastes defined, designated or regulated as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” or words of similar import under any Environmental Law, and any admixture or solution thereof, and specifically including but not limited to petroleum and all derivatives thereof or synthetic substitutes therefor, and asbestos or asbestos-containing materials.

“ICT Contract” means any Contract to which the Company or any of its Subsidiaries is a party and that relates to any ICT System or to any maintenance, support, security, disaster recovery, facilities management or any other service related to any ICT System, other than: (a) non-exclusive licenses of or grants of rights to Intellectual Property ancillary to commercial agreements entered into in the ordinary course of business, (b) licenses for non-customized, “off the shelf” software that is generally commercially available for a one-time or annual license fee of less than $100,000 (one hundred thousand) U.S. dollars or related services agreements, and (c) licenses for Open Source Software.

“ICT Data” means all data and information that is created or used by the Company or any of its Subsidiaries and that is processed by or stored on any ICT System;

“ICT Systems” means all information and communications technology systems, including all computer hardware and peripherals, telecommunications hardware, software and networks, in each case owned, used or required to be used by, or used by any third party for the benefit of, the Company or any of its Subsidiaries.

“IFRS” means International Financial Reporting Standards as were issued by the International Accounting Standards Board (IASB).

“Inbound IP Contract” means any license, sublicense or other Contract, under or pursuant to which any Person grants or has agreed to grant the Company or any of its Subsidiaries any license, right or permission to use or exploit any Intellectual Property, other than: (a) non-exclusive licenses of or grants of rights to Intellectual Property ancillary to commercial agreements entered into in the ordinary course of business, (b) licenses for non-customized, “off the shelf” software that is generally commercially available for a one-time or annual license fee of less than $100,000 (one hundred thousand) U.S. dollars or related services agreements, and (c) licenses for Open Source Software.

“Indebtedness” means, without duplication and disregarding intra-group debt and obligations owing only among the Company and its Subsidiaries, calculated as of 11:59 p.m. Israel time on the day immediately prior to the Closing Date in accordance with the Accounting Principles: (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) amounts owing as deferred purchase price for property, business, assets, securities or services, contingent or otherwise, , holdbacks, and “earn out” payments, whether or not matured, in each case, calculated as the maximum amount payable under or pursuant to such obligation, (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument, debt security or other similar instrument, (d) any liability in respect of banker’s acceptances, , or letters of credit (to the extent drawn), and similar obligations, (e) any obligations under any interest rate, currency swaps, collars, caps, forward contracts, or other hedging agreement, (f) all obligations of the Company or its Subsidiaries as lessee under leases that have been recorded as capital or finance leases in the Financial Statements or should be, in accordance with IFRS, recorded as capital leases, but excluding any lease liability arising out of the application of IFRS 16, (g) all obligations of the Company or its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of the Company or its Subsidiaries or any warrants, rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) any current Pre-Closing Taxes that are imposed on or measured by net or gross income (however denominated) or other similar Pre-Closing Taxes of the Company or its Subsidiaries that remain unpaid as of the Closing (which amount shall not be negative in the aggregate or in respect of any jurisdiction), (i) all Liabilities of the Company or its Subsidiaries related to any owed but unpaid severance payments or benefits due to any former employee, independent contractor, or other individual service provider of the Company (together with the amount of any employer-side withholding, employment, payroll, or similar Taxes relating thereto) and in accordance with the Financial Statements, (j) any other amounts which are specified in Part A of Exhibit A to be included in the calculation of Indebtedness or (k) with respect to any indebtedness, obligation, claim or liability of a type described in clauses (a) through (j) above, all accrued or unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect thereto. The items to be included in Indebtedness are shown in Part A of Exhibit A. The foregoing shall be calculated in accordance with the Accounting Principles.

“Indemnified Party” has the meaning set forth in Section 9.5(a).

“Indemnifying Party” has the meaning set forth in Section 9.5(a).

“Independent Accounting Firm” has the meaning set forth in Section 2.7(c).

“Indian Cash Deposit” means restricted Cash against a bank guarantee for duty under customs notification 32/97.

“Indian Cash Escrow Amount” means an amount equal to eighty percent (80%) of the Indian Cash Deposit (to the extent not already received by the Company Group) as at the Closing Date.

“Indian Sale Proceeds Escrow Amount” means an amount equal to eighty percent (80%) of the Indian Sale Proceeds (to the extent not already received by the Company Group as at the Closing Date).

“Infringement”, “Infringes” or “Infringing” means that a given item or activity directly or indirectly (including secondarily, contributorily, by inducement or otherwise) infringes, misappropriates, dilutes, constitutes unauthorized use of, or otherwise violates the Intellectual Property of, any Person.

“Indian Sale Proceeds” means the proceeds receivable (net of any costs and Taxes) by the Company Group in respect of the Indian property sale pursuant to the sale contract entered into prior to the date of this Agreement.

“Initial Vested Company Options” means such portion representing eighty percent (80%) of all of the vested options to purchase shares of the Company under any Company Option Plan, as set forth opposite each Company Optionholder’s name in Schedule II, including the type of options granted to such Company Optionholder (Section 102 Options or otherwise).

“Indemnitees” means, as applicable, the Purchaser Indemnitees and the Seller Indemnitees.

“Intellectual Property” means any of the following in any jurisdiction worldwide: (i) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, reissues, re-examinations, renewals, substitutions and extensions thereof) and patent applications (collectively, “Patents”); (ii) trademarks, trade names, logos, service marks, trade dress, corporate names, and other designations of source, and registrations and applications for registration thereof, together with the goodwill connected with the use of and symbolized by the foregoing (collectively, “Trademarks”); (iii) copyrights, designs, mask works, database rights and semiconductor topography rights, and registrations and applications for registration thereof (collectively, “Copyrights”) and works of authorship (whether copyrightable or not); (iv) internet domain names and related registrations; (v) trade secrets and other proprietary rights, including ideas, formulas, compositions, inventions (whether patentable or unpatentable), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, and technical data; (vi) all improvements, modifications, and derivative works of any of the foregoing; and (vii) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).

“International Trade Laws” means any laws and regulations governing the import, export, reexport, release, brokering, or transfer of goods, software, technology, technical data, and services, including, without limitation, the U.S. export control laws and regulations administered and enforced by the U.S. Departments of Commerce and State and the import and customs laws administered and enforced by the U.S. Departments of Homeland Security, Commerce, and U.S. Customs and Border Protection, or an appropriate authority of the State of Israel, European Union, and the United Kingdom. For the avoidance of doubt, the term “International Trade Law” includes, to the extent applicable, the Export Control Reform Act (“ECRA”), the Export Administration Regulations (“EAR”), the Arms Export Control Act (“AECA”), the International Traffic in Arms Regulations (“ITAR”), the International Emergency Economic Powers Act (“IEEPA”), the Trading with the Enemy Act (“TWEA”), the U.S. Customs laws and regulations, the Foreign Asset Control Regulations (“OFAC”), or other Applicable Law regulating the development, commercialization or export of technology.

“IP Contract” means (a) any Inbound IP Contract; (b) any Outbound IP Contract; and (c) any other license, sublicense or other Contract related to Intellectual Property to which the Company or any of its Subsidiaries is a party, other than: (i) non-exclusive licenses of or grants of rights to Intellectual Property ancillary to commercial agreements entered into in the ordinary course of business, (ii) licenses for non-customized, “off the shelf” software that is generally commercially available for a one-time or annual license fee of less than $100,000 (one hundred thousand) U.S. dollars or related services agreements, and (iii) licenses for Open Source Software.

“Israeli Tax Ordinance” means the Israeli Income Tax Ordinance (New Version), 5721-1961, as amended, and all the regulations promulgated thereunder, and any guidance issued by the ITA with respect thereto.

“ITA” means the Israel Tax Authority.

“Known Transaction Costs” means any professional fees, expenses or other costs in each case including any VAT (excluding any reclaimable VAT as determined pursuant to a tax memo obtained by the Company prior to Closing), paid or agreed to be paid or incurred or owing by the Company Group, in each case in connection with the preparation, negotiation or consummation of the transaction contemplated in this Agreement which are unpaid as at the Effective Time.

“Law” means any law, statute, common law, rule or regulations, and any judgment or order of any Governmental Authority.

“Liability” means any and all indebtedness, liabilities, commitments, obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future, and including those arising under any contract, Proceeding or Order.

“Lien” means any charge, pledge, lien (statutory or other), security interest, mortgage, easement, right of first refusal, restriction, encumbrances or similar limitations on ownership or any agreement, arrangement or obligation to create or grant any of the foregoing.

“Long-Stop Date” has the meaning set forth in Section 8.1(a)(ii).

“Loss” or “Losses” means all actual, out of pocket losses, Tax, damages, costs and expenses, including reasonable attorneys’ fees and other reasonable professionals’ fees and disbursements incidental to any and all losses with respect to which indemnification is provided hereunder, including costs of enforcing rights to indemnification provided herein and expenses of Proceedings.

“Material Adverse Effect” means any state of facts, circumstance, condition, event, change, development, occurrence or effect (each, an “Effect”) that, individually or in aggregate, has had or would reasonably be expected to have a material adverse effect on: (a) the business, condition (financial or otherwise), assets, Liabilities, operations or results of operations of the business of the Company Group, taken as a whole; provided, however, that in no event shall any Effect, individually or in the aggregate, constitute or be taken into account in determining the occurrence of a Material Adverse Effect to the extent that such Effect relates to, arises out of or results from (i) changes in general economic, legal, tax, regulatory, political or business conditions; (ii) changes in the credit, debt, financial or capital markets or changes in interest or exchange rates; (iii) changes in conditions generally affecting any one or more of the industries in which the Company Group operates; (iv) any outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism; (v) any hurricane, flood, tornado, epidemic, pandemic, earthquake or other natural disaster; (vi) changes or proposed changes in applicable Law, IFRS or other accounting requirements or principles or in the interpretation or enforcement thereof; (vii) any failure by the Company Group to meet any internal or external estimates, expectations, budgets, projections or forecasts (but the underlying causes of such failure may so constitute or be taken into account unless such underlying causes would otherwise be excepted by another clause of this definition); (viii) the public announcement of this Agreement and the identity of the Purchaser or the pendency or consummation of the transactions contemplated hereby, including actions of competitors, customers or suppliers or losses of employees in connection therewith; (ix) (A) any action taken by the Sellers, the Company or its Subsidiaries (1) pursuant to and in accordance with this Agreement or any Material Contract or (2) at the request or with the consent of the Purchaser or (B) the failure by the Sellers, the Company or its Subsidiaries to take any action (1) prohibited by this Agreement or (2) at the request or with the consent of the Purchaser; or (x) any breach by the Purchaser of this Agreement provided that in each case of the foregoing (i), (ii), (iii), (iv), (v) and (vi), such matters do not (a) have a disproportionate effect on the Company Group compared with other companies operating in the industries or jurisdictions in which the Company Group operates or (b) affect the ability of any of the Sellers or the Company to perform their obligations under this Agreement or to consummate the transactions contemplated hereby.

“Material Contract” has the meaning set forth in Section 4.15(a).

“Material Customers” has the meaning set forth in Section 4.26(a).

“Material Suppliers” has the meaning set forth in Section 4.26(b).

“MCT” means Milpower Converter Technologies India Private Limited.

“MMI” means Mil Power Magnetics India Private Limited.

“MPS” means Multisphere Power Solution Private Limited.

“Net Working Capital” means, by reference solely to the line items contained in Part B of Exhibit A, which are derived from (a) the current assets and Receivables of the Company Group on a consolidated basis, including the Indian Cash Deposit, minus (b) the current Liabilities of the Company Group on a consolidated basis, in each case, calculated as of 11:59 p.m. Israel time on the day immediately prior to the Closing Date. The foregoing shall be calculated in accordance with the Accounting Principles.

“Non-Covered Tax” means the amount of any liability for in respect of Tax which is not covered by, or for which a claim cannot be brought under, the R&W Insurance Policy.

“Non-Disclosure Agreement” has the meaning set forth in Section 6.11.

“Non-Section 102 Amount” means the portion of the total Purchase Price paid to the Non-Section 102 Holders.

“Non-Section 102 Holders” means the Company Vested Optionholders holding vested Company Options which are not Section 102 Options and are not Section 3(i) Options.

“Order” means any order, judgment, ruling, injunction, assessment, award, decree, consent decree writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by any Governmental Authority.

“Open Source Software” means any software that allows access to its supporting source code (and may include supporting documentation) that: (a) contains, or is derived in any manner (in whole or in part) from, any software that is available as free software, open source software or copy left licensed software (e.g., but without limitation, Linux, supporting libraries or applications); (b) requires as a condition of its use, modification or distribution that it, or other software incorporated, distributed with, or derived from it, be disclosed or distributed in source code form or made available at no charge; (c) is defined by the Open Source Initiative currently (at the time of this writing) listed at https://opensource.org/osd; (d) is licensed formally or informally without royalties, including without limitation, licenses currently listed (at the time of this writing) at https://opensource.org/licenses/alphabetical; or (e) can be downloaded from the web (even if such software is only available in executable or other binary form, without the supporting source code) which may include, without limitation, freeware, shareware, commercially licensed software available at no cost, open standards, specifications or published sample code.

“Option” means all issued and outstanding options and rights to purchase or otherwise acquire shares of the Company (whether or not vested) held by any Person.

“Option Cancellation Agreement” has the meaning set forth in Section 2.8(a).

“Outbound IP Contract” means any license, sublicense or other Contract, under or pursuant to which any Person is or will be granted, or has the right to be granted, any license, right or permission to use or exploit, or otherwise in respect of, any Group Owned IP.

“Patents” has the meaning set forth in the definition of Intellectual Property.

“Paying Agent” means ESOP Trust & Management Services Ltd.

“Paying Agent Agreement” means the Paying Agent Agreement, entered into prior to the Closing Date, by and among the Purchaser, Sellers’ Representative and the Paying Agent, which shall include the Paying Agent Undertaking.

“Per Vested Option Closing Consideration” means, with respect to each Initial Vested Company Option, an amount equal to (a) the sum of the Closing Payment Amount, plus the aggregate exercise price of all Initial Vested Company Options that are in the money plus the Warrant Total Closing Exercise Price; divided by (b) the sum of the Purchased Shares plus all of the Initial Vested Company Options that are in the money plus the Tmura Initial Warrant Shares.

“Permits” has the meaning set forth in Section 4.7.

“Person” means an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity.

“Personal Information” means, to the extent regulated by Privacy Laws, “personal data”, “personally identifiable information”, “PII” or all information that identifies or could be used to directly or indirectly identify an individual person.

“Personal Information Breach” has the meaning set forth in Section 4.22(b).

“Post-Closing Covenant” has the meaning set forth in Section 9.1.

“Pre-Closing Straddle Period” means the portion of the Straddle Period ending on the Closing Date.

“Pre-Closing Tax Period” means any taxable period (or a portion thereof) ending on or prior to the Closing Date and shall include the Pre-Closing Straddle Period.

“Pre-Closing Taxes” means, without duplication, regardless of the disclosure of any matter in the Disclosure Schedule, (i) any accrued and payable Taxes of the Company Group for any Pre-Closing Tax Period (regardless of whether a Tax Return is required to be filed or such Taxes to be paid before the Closing Date); (ii) the employer portion of any employment or payroll Taxes incurred by any member of the Company Group in connection with any bonuses, option cash outs or other compensatory payments made to employees of the Company Group in connection with the transactions contemplated hereby (if any), in each case, which accrued on or before the Closing Date; and (iii) all Taxes for which the Company Group is responsible as a result of being (or ceasing to be) (A) a member of an affiliated, consolidated, combined, unitary, aggregate or similar group at any time prior to the Closing Date or (B) a transferee or successor, in each case which Taxes relate to an event occurring on or before the Closing Date; (iv) any amount payable to the Company Group’s current or former “service providers” (within the meaning of Section 409A of the Code) or to the U.S. Treasury to cover or reimburse any Taxes (including interest and penalties with respect thereto) that arise under or are based on the application of Section 409A of the Code or any state tax legal requirement of analogous effect, plus any additional amounts paid or costs incurred to put the service provider in the after-tax position such service provider would have been in if such Taxes had not been assessed, in each case whether on account of a legal obligation to pay such amounts, or incur such costs, or otherwise (other than arrangements entered into between such service providers and Purchaser or any of its Affiliates on or after the Closing); and (v) any loss deduction or other amounts payable in respect of any “excess parachute payments” within the meaning of Section 280G of the Code; in each case, other than Taxes arising from any transaction entered into outside the ordinary course of its business consistent with its past practice by Purchaser or any of its Affiliates on the Closing Date after the Closing. For the avoidance of doubt, “Pre-Closing Taxes” will not include any Taxes that are attributable to any action taken by or at the direction of Purchaser or its Affiliates on the Closing Date after the Closing outside the ordinary course of business and inconsistent with past practice, which action is not specifically contemplated by this Agreement.

“Privacy Laws” means applicable laws and regulations relating to the Processing of Personal Information.

“Proceeding” means any formal or informal investigation, inquiry, claim, action, suit or enforcement proceeding before a Governmental Authority.

“Processing” shall mean any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, including but not limited to: collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. “Process” and “Processed” shall be construed accordingly.

“Purchase Price” has the meaning set forth Section 2.2.

“Purchased Shares” has the meaning set forth in the Recitals.

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Adjustment Report” has the meaning set forth in Section 2.7(a).

“Purchaser Fundamental Representations” means the representations and warranties set forth in Sections 5.1 (Organization, Good Standing and Power); 5.2 (Authority; Execution and Delivery; Enforceability); 5.3 (No Conflicts; Consents.); 5.4 (Litigation.); 5.6 (Brokers or Finders.5.8 (Solvency.); and 5.10 (Absence of Certain Business Practices).

“Purchaser Indemnitees” has the meaning set forth in Section 9.2(a).

“Purchaser’s Knowledge” means the actual knowledge of Farouq Tuweiq and Steve Dawson.

“Purchaser’s Relief” means: (i) an Accounts Relief; (ii) any Relief arising at any time to any member of the Purchaser’s Tax Group (other than any Company Group); and (iii) any Relief that arises to any Group Company in respect of any Event occurring after Closing.

“Purchaser’s Tax Group” means the Purchaser and any person within the same group of companies as the Purchaser for any relevant Tax purposes, including without limitation the Company Group after Closing.

“Real Property Leases” means the Real Property (Freehold) and Real Property (Leasehold);

“Real Property” means Real Property (Freehold) and Real Property (Leasehold).

“Real Property (Freehold)” means the freehold land and premises currently owned, used or occupied by the Company Group details of which are set out in Schedule 4.12(a) (Real Property) of the Disclosure Schedule.

“Real Property (Leasehold)” means the leasehold land and premises currently owned, used or occupied by the Company Group details of which are set out in Schedule 4.12(a) (Real Property) of the Disclosure Schedule.

“Receivables” means all accounts receivable (including unbilled receivables) reflected in the books and records of the Company Group.

“Relevant Portion” means as to any Seller, with respect to the Sellers among themselves, the percentage of the Purchase Price to which such Seller is entitled, as set forth across from the relevant Seller’s name in the Consideration Allocation Certificate.

“Relevant Purchased Shares” means, as to any Seller, the number of shares of the Company set forth opposite such Seller’s name in the Consideration Allocation Certificate hereto.

“Relevant Antitrust/FDI Approvals” means the filings with the relevant authorities as set forth in Schedule 6.6(a).

“Relief” includes any loss, allowance, credit, relief, exemption, deduction or set-off for any Tax purpose, or any right to payment or repayment of, or in respect of, Tax, and: (i) any reference to the use or set off of a Relief shall be construed accordingly and shall include the use of set-off in part; and (ii) any reference to the loss of a Relief shall include the absence, non-existence or cancellation of any such Relief, or to such Relief being available only in a reduced amount.

“Remaining Options” has the meaning set forth in Section 2.8(a).

“Review Period” has the meaning set forth in Section 2.7(b).

“R&W Insurance Policy” means the representation and warranty insurance policy obtained by the Purchaser in accordance with Section 6.13.

“Sanctions Laws and Regulations” shall mean all laws, rules, regulations, and orders concerning embargoes, economic sanctions, export restrictions, the ability to make or receive international payments, the ability to engage in international transactions, or the ability to take an ownership interest in assets located in a foreign country administered or enforced by the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, His Majesty’s Treasury of the United Kingdom, and any other relevant sanctions authority (collectively, the “Sanctions Authorities”).

“Sanctions Target” shall mean any individual or entity with whom dealings are restricted or prohibited by Sanctions Laws and Regulations, including: (a) any individual or entity identified in any sanctions list maintained by any Sanctions Authority, including, without limitation, the sanctions lists maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control; (b) any individual or entity located, organized, or resident in a country or territory subject to comprehensive sanctions under Sanctions Laws and Regulations (including, currently, the Crimea, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, and Syria) (all such countries and territories, “Sanctioned Countries”); and (c) any individual or entity directly or indirectly 50 percent or more owned or controlled by, or acting for benefit or on behalf of, an individual or entity described in (a) or (b).

“Section 3(i) Amount” means the total Per Vested Option Closing Consideration paid for all vested Section 3(i) Options.

“Section 3(i) Holder” means a holder of a Section 3(i) Option.

“Section 3(i) Options” means any vested Company Option that was granted and is subject to tax pursuant to Section 3(i) of the Israeli Tax Ordinance.

“Section 102” means Section 102 of the Israeli Tax Ordinance.

“Section 102 Amount” means the portion of the total Purchase Price paid for all Section 102 Shares and vested Section 102 Options.

“Section 102 Holder” means a holder of a Section 102 Option.

“Section 102 Options” means vested Company Options granted and subject to tax under Section 102(b)(2) of the Israeli Tax Ordinance.

“Section 102 Shares” means ordinary shares of the Company that were issued upon exercise or vesting of Section 102 Options and at the Closing Date are held by the 102 Trustee.

“Sellers” has the meaning set forth in the Preamble.

“Seller Indemnitees” has the meaning set forth in Section 9.2(b).

“Seller Related Parties” shall mean the Sellers, their Affiliates, and each of the Sellers’ and their Affiliates’ respective current and former officers, directors, employees, partners, managers and members.

“Sellers’ Adjustment Report” has the meaning set forth in Section 2.7(b).

“Sellers’ Counsel” has the meaning set forth in Section 10.12.

“Sellers’ Knowledge” means the actual knowledge of the applicable Seller with respect to itself in any representation set forth in Section 3, and the actual knowledge of Sellers’ Representative for any other matter; and/or the actual knowledge of Eyal Shary, Matan Meishar, Shimrit Wharshavsky, Sagit Pesach Moalem and Udi Palgi (in respect of Udi Palgi, solely for the purpose of (i) Section 4.15 as it relates to networking Material Contracts and (ii) Section 4.16), together with the knowledge that each such person would reasonably be expected to have, in each case having made reasonable enquiry, and any knowledge that any of such individual would be reasonably expected to have obtained in the course of the performance of his or her respective duties on behalf of the Company.

“Sellers’ Representative” has the meaning set forth in the Preamble hereto.

“Settlement Date” has the meaning set forth in Section 2.7(e).

“Shareholders’ Agreement” means the shareholders’ agreement to be entered at the Closing attached hereto as Exhibit B.

“Software” means any and all (a) computer code and computer programs, including all application programming interfaces (APIs) and user interfaces, in each case whether in source code, object code or other form; (b) electronic databases and other electronic compilations and collections of data and information, and all data and information included in any of the foregoing; (c) source and other preparatory materials, including user requirements, functional specifications and programming specifications, ideas, principles, programming languages, algorithms, flow charts, logic, logic diagrams, orthographic representations, file structures, coding sheets, and coding, in each case relating to any of the foregoing; (d) source code annotations and other documentation, including user and installation manuals, in each case relating to any of the foregoing; and (e) computer generated works.

“Specified Business Conduct Laws” shall mean (i) Anti-Bribery Laws; (ii) International Trade Laws and all other applicable anti-boycott or anti-embargo laws; and (iii) applicable Anti-Money Laundering Laws.

“Straddle Period” means a taxable period beginning on or before, and ending after, the Closing Date.

“Subsidiaries” mean: with respect to any Person, another Person, in which such first Person (i) owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities, equity securities, profits interest or capital interest or (ii) is entitled to appoint at least a majority of the board of directors, board of managers or similar governing body. Notwithstanding the above, in the case of the Company, Subsidiaries shall also include the Persons set forth in Schedule IV.

“Substitute Purchaser” has the meaning set forth in Section 10.5.

“Target Net Working Capital” means an amount in U.S dollars equal to $48,500,000.

“Tax” or “Taxes” means (i) all taxes of any kind whatsoever (whether payable directly or by withholding) payable to any federal, state, provincial, municipal or local taxing authority, including income, franchise, profits, gross receipts, ad valorem, net worth, value added, sales, use, documentary, real or personal property (both tangible and intangible), land betterment, purchase, capital gains, gross receipts, license, payroll, wages, withholding (including employee’s income withholding), employment, pension, social security (or similar), Medicare, national insurance, health and unemployment, disability, excise, stamp, occupation, registration, escheat alternative and add-on minimum, estimated and other taxes, and in all cases, including interest, penalties and additions to tax imposed with respect thereto, and (ii) any Liability in respect of any items described in (i) payable by reason of Contract, assumption, transference or successor Liability, operation of Law or otherwise.

“Tax Assessment” means any assessment, notice, letter, determination, demand or other document issued or action taken by or on behalf of any Tax Authority, from which it appears that a Group Company may have a Tax Liability which is relevant for the purposes of a Tax Claim.

“Tax Authority” means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official in Israel (including the ITA) or elsewhere with the responsibility for or competence to impose, collect or administer, any form of Tax.

“Tax Claim” means claim by the Purchaser under Section 9.2(c) of this Agreement and/or for a breach of any of the Fundamental Warranties at Section 4.10 of this Agreement.

“Tax Liability” means any Actual Tax Liability, Deemed Tax Liability or any other liability which gives or may give rise to a Tax Claim.

“Tax Return” means any return, declaration, report (including any declaration of an amended return or declaration of estimated Tax), filing, form, election, statement, claim for refund, information return or statement or any other similar document, including any schedule or supplement or other supporting information or attachment thereto (including any amendment thereof) required to be filed or to be filed with any Taxing authority in connection with the determination, assessment, collection or administration of any Tax.

“Third Party Claim” has the meaning set forth in Section 9.5(a).

“Third Party Payments” has the meaning set forth in Section 9.4(c).

“Tmura Initial Warrant Shares” means such number of shares constituting eighty percent (80%) of the Warrant Shares, being an amount of twelve thousand (12,000) ordinary shares of the Company.

“Tmura Warrant” means the warrant granted to Tmura for purchasing the Warrant Shares, effective as of November 17, 2017.

“Trademarks” has the meaning set forth in the definition of Intellectual Property.

“Transaction Documents” means this Agreement, the Shareholders’ Agreement, the Disclosure Schedule, the Escrow Agreement, the Paying Agent Agreement, the Articles of Association to be adopted at Closing, and “Transaction Document” shall mean any one of them.

“VAT” has the meaning set forth in Section 4.10(g).

“Valid Certificate” means a valid certificate, ruling or any other written instructions regarding Tax withholding, issued by the ITA in customary form and substance reasonably satisfactory to the Paying Agent and the Purchaser (which, for the avoidance of doubt includes Purchaser’s opportunity to review, reasonably comment and approve the application to the ITA for issuance of such certificate prior to its submission, which approval shall not to be unreasonably withheld, conditioned or delayed), that is applicable to the payments to be made to any Person pursuant to this Agreement stating that no withholding, or reduced withholding, of Israeli Tax is required with respect to such payment or providing any other instructions regarding Tax withholding. A general certificate issued by the ITA pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services or Assets), 5737-1977, will constitute a Valid Certificate, but only with respect to a Seller that is not a Specified Recipient. For the purposes hereof, a “Specified Recipient” is any of the following: (1) a founder of the Company, (2) any Person whose shares of the Company (in whole or in part) originated from or were acquired pursuant to a conversion of any debt or equity instrument, including any convertible securities, warrants, options, convertible loans, convertible instruments, SAFEs and like instruments, or whose entitlement to payment originates in such an instrument, (3) any Person that is, or has ever been, subject to any holdback or reverse vesting mechanism or employees of the Company or of Subsidiaries of the Company, (4) any Person whose shares of the Company are held by a trustee or nominee or that the consideration payable to such Person is paid to a trustee or nominee, or (5) any Person who receives payments to a bank account outside of Israel or any consideration other than in cash.

“Waiving Parties” has the meaning set forth in Section 10.12.

“Warrant Amount” means (i) the Warrant Closing Consideration; minus (ii) the Warrant Total Closing Exercise Price.

“Warrant Cancellation Agreement” has the meaning set forth in Section 2.9(a).

“Warrant Closing Consideration” means, an amount equal to (a) 12,000 multiplied by (b) (i) the sum of the Closing Payment Amount, plus the aggregate exercise price of all Initial Vested Company Options that are in the money plus the Warrant Total Closing Exercise Price; divided by (ii) the sum of the Purchased Shares plus all of the Initial Vested Company Options that are in the money plus the Tmura Initial Warrant Shares.

“Warrant Total Closing Exercise Price” means $8,280.

“Warrant Shares” means fifteen thousand (15,000) ordinary shares of the Company issuable upon the exercise in full of the Tmura Warrant.

“Withholding Drop Date” has the meaning set forth in Section 2.10(b).

“102 Trustee” means ESOP Management and Trust Services Ltd., acting as the trustee appointed by the Board of directors of the Company in accordance with the provisions of Section 102 and approved by the ITA.

1.2

Rules of Construction.

Unless the context otherwise requires, interpretation of this Agreement shall be governed by the following rules of construction: (a) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (b) the words “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not to any particular provisions of this Agreement; (c) references to the terms Article, Section, paragraph, sub-section, Annex, Exhibit and Schedule are references to the Articles, Sections, paragraphs, sub-sections, Annexes, Exhibits and Schedules to this Agreement unless otherwise specified; (d) references to “$” or “USD” shall mean U.S. dollars and cents, and “NIS” shall mean New Israel Shekels; (e) if any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day; and (f) the parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

2.	PURCHASE AND SALE

2.1

Purchase and Sale of the Purchased Shares.

On the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall, in consideration for such Seller’s Relevant Portion of the Purchase Price, sell, transfer, convey, assign and deliver, or cause to be delivered, to the Purchaser, and the Purchaser shall purchase from each Seller, all of such Seller’s Relevant Purchased Shares, free and clear from all Liens. The Purchaser shall not be obliged to purchase any of the Purchased Shares at Closing unless (i) all of the Purchased Shares, constituting eighty percent (80%) of the issued and outstanding shares of the Company on a fully diluted basis, are sold to it at Closing, and (ii) the transactions specified in Section 2.8 and Section 2.9 are consummated, such that at Closing the Purchaser shall own eighty percent (80%) of the share capital of the Company on a fully diluted basis. The purchase and sale of the Purchased Shares pursuant to this Agreement is referred to herein as the “Acquisition”.

2.2

Purchase Price.

(a)	The purchase price for the Purchased Shares, the Initial Vested Company Options that are in the money and the Tmura Initial Warrant Shares and the other covenants and undertakings herein (the “Purchase Price”) shall be an amount equal to:

eighty percent (80%) of the sum of:

$400,000,000;

plus, the Cash;

less, the amount of the Indebtedness;

less, the amount, if any, by which the Final Net Working Capital is less than the Target Net Working Capital, or plus, the amount, if any, by which Final Net Working Capital is greater than Target Net Working Capital, as the case may be; and

less, the Known Transaction Costs;

ii.

plus, the Earnout Payments, to the extent payable in accordance with this Agreement.

(b)	Payment of the Purchase Price shall be satisfied in accordance with Sections 2.3, 2.4, 2.7, 2.8 and 2.9 and subject to all terms and conditions set forth herein.

2.3

Closing Payment Amount.

(a)

At least five (5) Business Days prior to the Closing Date, the Company shall provide to the Purchaser, (i) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of (A) the Estimated Cash, (B) the Estimated Indebtedness, (C) the Company’s estimate of the Net Working Capital, (the “Estimated Net Working Capital”) and the difference between the Target Net Working Capital and the Estimated Net Working Capital, (D) Known Transaction Costs, and (E) the resulting calculation of the Purchase Price; and (ii) the Consideration Allocation Certificate. The form of the Estimated Closing Statement is attached hereto as Exhibit C.

(b)

The Estimated Closing Statement shall be accompanied by all relevant backup materials and schedules. Not less than two (2) Business Days prior to the anticipated Closing Date, the Purchaser shall notify the Company in the event that it disputes any aspect of the Estimated Closing Statement, it being understood and agreed that any failure to do so with respect to any particular aspect shall not prejudice in any way the Purchaser’s rights following Closing. Prior to the Closing Date, the Company and the Purchaser shall negotiate in good faith to resolve any such dispute with respect to the Purchaser’s comments on the Estimated Closing Statement; provided, however, that Closing shall proceed in accordance with this Agreement notwithstanding any unresolved dispute in relation to the Estimated Closing Statement and that the Company’s determination shall govern until final determination of such dispute, without prejudice to Seller’s rights under Section 2.7. If, after delivery of the Estimated Closing Statement, but prior to the Closing, there shall be a change in any component thereof, the Company shall update (i) the Estimated Closing Statement and the Estimated Net Working Capital, Estimated Indebtedness and Estimated Cash derived therefrom.

2.4

Earnout Payments.

(a)	The entitlement (if any) of the Sellers, the Company Warrantholder and the Company Vested Optionholders to receive the Earnout Payments shall be determined as set forth in this Section 2.4.

(b)	Determination of the Earnout Payments.

(i)

Within sixty (60) days following the last day of each Earnout Period, the Purchaser shall deliver to the Sellers’ Representative a report, signed on behalf of the Company by an officer of the Company, detailing Purchaser’s computation of the Earnout Payments with respect to such Earnout Period together with the calculation thereof and all relevant records used for reaching such computation (“Purchaser Earnout Report”).

(ii)

Within forty-five (45) days after receipt by the Sellers’ Representative of the Purchaser Earnout Report pursuant to Section ‎2.4(b)(i) above (the “Earnout Review Period”), the Sellers’ Representative shall deliver to the Purchaser either (i) a written acknowledgement accepting the Purchaser Earnout Report (the “Earnout Acceptance Notice”); or (ii) a written report setting forth in reasonably specific detail any proposed adjustments to the Purchaser Earnout Report (the “Sellers’ Earnout Report” and together with the Purchaser Earnout Report, the “Earnout Reports”). During the Earnout Review Period (and, in addition, until the final determination of all items in the Earnout Reports), the Sellers’ Representative and its agents shall be provided with such access to the books and records related to the Company, the personnel of the Company and the Purchaser and any work papers used by the Purchaser or the Company’s internal accountants in preparing the Purchaser Earnout Report, during normal business hours, as the Sellers’ Representative and/or its agents may reasonably request to enable the Sellers’ Representative to evaluate the Purchaser Earnout Report and prepare the Sellers’ Earnout Report, in each case subject to such confidentiality undertakings as the Purchaser may reasonably require in view of the sensitivity of the information in question. If the Sellers’ Representative delivers the Earnout Acceptance Notice to the Purchaser or fail to respond to the Purchaser within the Earnout Review Period, the Sellers shall be deemed to have accepted and agreed to the Purchaser Earnout Report as delivered pursuant to Section ‎2.4(b)(i), and the amounts provided therein shall be final and binding among the parties.

(iii)

In the event that the Sellers and the Purchaser fail to agree on any of the Sellers’ proposed adjustments to the Purchaser Earnout Report within thirty (30) days after the Purchaser receives the Sellers’ Earnout Report, then the Sellers’ Representative and Purchaser agree that an independent accounting firm of international repute (the “Independent Accounting Firm”) shall be jointly retained to make the final determination with respect to the correctness of the proposed adjustments of the Earnout Reports in light of the terms and provisions of this Agreement. Each of the Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, shall certify to the other evidencing no conflict or material prior professional or business relationship with the selected Independent Accounting Firm, and such firm shall so certify to the Purchaser and the Sellers’ Representative that no such conflict or relationship exists. The Purchaser and the Sellers’ Representative shall use their commercially reasonable efforts to select the Independent Accounting Firm within ten (10) days of the expiration of such period and to cause the Independent Accounting Firm to resolve all disagreements by providing the parties its reasoned decision as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Independent Accounting Firm. If the Purchaser and the Sellers’ Representative fail to select the Independent Accounting Firm within such ten (10) day period, either of the Purchaser or the Sellers’ Representative may request the selection of the Independent Accounting Firm by the President of Institute of Certified Public Accountants in Israel. In performing its duties hereunder, the Independent Accounting Firm shall act as an expert and not as an arbitrator, and shall limit its review only to the specific items under dispute between the parties and the applicable provisions of this Agreement, including the defined terms contained herein and the applicable schedules attached hereto. The decision of the Independent Accounting Firm shall, in the absence of fraud or manifest error, be final, binding and non-appealable on the Sellers and the Purchaser. Each party (and its respective representatives and advisors) shall be entitled to make a presentation to the Independent Accounting Firm (which may include submission of back-up materials and work papers) in support of its position in the dispute.

(iv)

Each of the Sellers and the Purchaser shall (i) pay its own respective costs and expenses incurred in connection with this ‎Section ‎2.4, and (ii) be responsible for the fees and expenses of the Independent Accounting Firm on a pro rata basis based upon the inverse of the degree to which the Independent Accounting Firm has accepted the respective positions of the Sellers (and among the Sellers, based on the Relevant Portion of each Seller) and the Purchaser (which shall be determined by the Independent Accounting Firm and set forth in the Independent Accounting Firm’s Earnout Report). For purposes of clarity, if the Independent Accounting Firm determines that it accepted sixty-five percent (65%) of the respective position of the Sellers, the Sellers shall pay thirty-five percent (35%) of the fees and expenses of the Independent Accounting Firm and the Purchaser shall pay the remaining thirty-five percent (35%) of such fees and expenses.

(v)

The Earnout Report as agreed to by the parties or as determined by the Independent Accounting Firm is referred herein as the “Final Earnout Report”.

(vi)

Where it is agreed or determined pursuant to this Section 2.4, that the relevant Earnout Payment has become payable, the Purchaser shall pay such relevant Earnout Payment as follows:

in respect of the 2025 Earnout Payment, on the last Business Day of February 2026, or, if the Final Earnout Report has not been agreed by the parties or determined by the Independent Accounting Firm at least five (5) Business Days prior to such date, then the Purchaser shall pay the 2025 Earnout Payment by no later than five (5) Business Days following the date on which the Final Earnout Report (and the achievement of the relevant Earnout Payment) is agreed by the parties or determined by the Independent Accounting Firm; and

in respect of the 2026 Earnout Payment, on the last Business Day of February 2027, or, if the Final Earnout Report has not been agreed by the parties or determined by the Independent Accounting Firm at least five (5) Business Days prior to such date, then the Purchaser shall pay the 2026 Earnout Payment by no later than five (5) Business Days following the date on which the Final Earnout Report (and the achievement of the relevant Earnout Payment) is agreed by the parties or determined by the Independent Accounting Firm.

(vii)

The Earnout Payment(s) shall be paid by the Purchaser, in full and without any withholding Taxes, to the Paying Agent and the 102 Trustee, to be allocated by the Paying Agent and the 102 Trustee, as the case may be, amongst the Sellers, the Company Warrantholder, and the Company Vested Optionholders, all in accordance with Sections 2.6(b) and 2.8 of the Agreement, and the Paying Agent Agreement, as applicable.

(c)	Conduct During the Earnout Period.

(i)

At any time from the Closing Date until the end of the 2026 Earnout Period, in the event of (i) a sale or transfer (in a single transaction or through a series of related transactions) of: (A) securities representing a majority of the outstanding voting power, or economic interest in, the Company Group, or (B) all or substantially all of the of the assets of the Company Group, or (ii) a merger or consolidation in relation to the Company Group following which a Person other than the Purchaser or any Affiliate of the Purchaser controls the surviving entity of such merger or consolidation (any such event as described in (i) or (ii) being an “M&A Event”, and any purchaser, transferee, or surviving entity in such M&A Event being an “M&A Transferee”), the full amount of the Earnout Payments (excluding any amounts which prior to the M&A Event had already become incapable of being earned) shall become due for immediate payment to the Paying Agent and the 102 Trustee, and shall be allocated by the Paying Agent and the 102 Trustee, as the case may be, amongst the Sellers, the Company Warrantholder, and the Company Vested Optionholders, all in accordance with Sections 2.6(b) and 2.8 of the Agreement, the Paying Agent Agreement, as applicable.

(ii)

The Purchaser hereby agrees and undertakes that during the Earnout Period, the Purchaser shall, and shall cause the members of the Company Group to:

manage the business of the Company Group as close as possible to a stand-alone entity;

not, directly or indirectly, knowingly and intentionally, take any action or omit to take any action the primary purpose of which is avoiding or reducing the Earnout Payments (it being understood and agreed that the fact that a particular action or inaction may negatively impact any Earnout Payment shall not, on its own, constitute such a “purpose”);

cause the Company Group to maintain reasonable levels of working capital and support to operate in the ordinary course of business, provided that this sub-section shall not prevent the Purchaser from implementing a centralized cash management system (for the Company Group itself and for certain subsidiaries of Purchaser) as long as the Company Group cash is accounted for; and

not sell, transfer, convey or otherwise dispose of any of the material assets of the Company Group (excluding internal transfers to Affiliates of Purchaser).

(d)	Certain Acknowledgements.

The Parties acknowledge and agree that:

(i)

the contingent rights to receive any Earnout Payments shall not be represented by any form of certificate or other instrument, and are not transferable, and no interest shall be payable with respect to any timely paid Earnout Payment;

(ii)

nothing in this Agreement shall prohibit the Purchaser and its Affiliates (including, from and after the Closing, the Company Group) from taking any action to the extent required under applicable Law;

(iii)

subject to compliance with the covenants set forth in this Agreement (including this Section 2.4, the Purchaser has no obligation to operate the Company Group in order to achieve any Earnout Payment;

(iv)

the ability to earn any Earnout Payment is speculative and is subject to numerous factors outside Purchaser’s control; there is no assurance that any Seller will receive any Earnout Payment whatsoever, and

(v)

the Purchaser has not promised or projected any such Earnout Payment.

2.5

Closing.


(a)	The closing of the transactions contemplated hereunder (the “Closing”) may take place remotely by the exchange of duly executed signature pages delivered by each party via electronic mail. The date on which the Closing occurs shall be referred to herein as the “Closing Date”.

(b)

Unless otherwise agreed between the Sellers’ Representative and the Purchaser, subject to the satisfaction or, to the extent permitted, written waiver of the conditions set forth in Section 7 (other than conditions which, by their nature, are to be satisfied at Closing but subject to the waiver or fulfillment of those conditions at Closing) (“CP Satisfaction”) by the fifth (5^th) Business Day prior to the first Business Day of November, 2024, the Closing Date shall be on the first Business Day of November, 2024. In the event CP Satisfaction is not achieved by the fifth (5^th) Business Days prior to on the first Business Day of November, 2024, the Closing Date shall be postponed in monthly increments until CP Satisfaction is reached within the fifth (5^th) Business Days prior to the end of a calendar month, after which Closing shall take place on the first Business Day of that calendar month. In case CP Satisfaction is achieved less than five (5) Business Days prior to the end of a calendar month, Closing shall take place on the first Business Day after the following calendar month.

(c)	Subject to the Sellers and/or Company (as applicable) having complied with Sections 2.7(i) (where applicable), 7.1 and 7.2(d), 7.1 and 7.2(d), if the Closing has not occurred on or before:


	(i)	the first Business Day of November, 2024, the Closing Payment Amount shall be increased by an amount equal to interest accruing at an annual rate of six and a half percent (6.5%) from November 1, 2024 to but excluding the earlier of (i) the Closing Date (ii) December 1, 2024, provided however, that:


	A.	no such interest shall accrue during such period, if the condition in Section 7.2(c) has not been satisfied (or waived by the Purchaser)); or

if the condition in Section 7.2(c) has been satisfied (or waived by the Purchaser) but the Sellers and/or the Company have been unable to implement a Carve-Out such that relevant Antitrust/FDI Approvals are not longer required, interest shall accrue during such period at half of such rate only; and

(ii)

December 1, 2024, the Closing Payment Amount shall be increased by an amount equal to interest accruing at an annual rate of ten percent (10%) from December 1, 2024 to the Closing Date; provided, however, that if the Sellers and/or the Company have been unable to implement a Carve-Out such that relevant Antitrust/FDI Approvals are not longer required, interest shall accrue during such period at half of such rate only,

such additional amounts being the “Closing Interest”. The Closing Interest shall be payable by the Purchaser to the Sellers on the Closing Date in the same manner as the payment of the Paying Agent Amount in accordance with this Agreement.

2.6

Transactions to be Effected at the Closing.


(a)	At the Closing, each Seller shall deliver to the Purchaser all agreements, documents, instruments and certificates required to be delivered by such Seller (and, where applicable, executed by such Seller and/or the Company or a duly authorized officer of such Seller and/or Company) at or prior to Closing pursuant to Section 7.2 of this Agreement.

(b)	At the Closing, the Purchaser shall:


	(i)	deliver to the Paying Agent, free and clear of any withholding or deductions, an amount equal to the Closing Payment Amount minus the Adjustment Escrow Amount, the Indian Cash Escrow Amount and (only if a Carve-out has occurred) the Carve-out Escrow Amount and minus the Banking Institutions Payoff Amount (net of the amount by which the Purchase Price has been reduced as a result of the Banking Institutions Payoff Amount also constituting Indebtedness pursuant to Section 2.2(a)) in immediately available funds (the “Paying Agent Amount”) to the account specified by the Paying Agent to the Purchaser to be further allocated by the Paying Agent, in accordance with Section 2.8 and Section 2.10 below, as follows:


	A.	to each Seller (other than holders of Section 102 Shares), such Seller’s Relevant Portion of the Paying Agent Amount;

the Non-Section 102 Amount to, at the choice of the Sellers’ Representative as shall be communicated to the Paying Agent within ten (10) Business Days hereof: (i) the payroll processing service or system of the applicable non-Israeli resident Subsidiary; who shall remit such amounts to the applicable Non-Section 102 Holders through local payroll (less the applicable Taxes required to be withheld with respect to such payment) or (ii) a paying agent designated by the Sellers’ Representative (reasonably acceptable to the Purchaser);

the Warrant Amount to the Company Warrantholder;

an amount equal to the Section 102 Amount, as set forth on the Consideration Allocation Certificate to the 102 Trustee, to be held and released in accordance with the provisions of Section 102, subject to the receipt (on or after Closing) by the 102 Trustee of a duly executed Option Cancellation Agreement and in accordance with Section 2.8 below; and

(ii)

the Section 3(i) Amount to the Section 3(i) Holders,

(iii)

deliver to the Escrow Agent an amount equal to the Adjustment Escrow Amount, the Indian Cash Escrow Amount, the Indian Sale Proceeds Escrow Amount and (only if a Carve-out has occurred) the Carve-out Escrow Amount, free and clear of any withholding or deductions, by wire transfer of immediately available funds to the Escrow Account, which amount is to be held and released in accordance with the provisions of Sections 2.7(g), 2.7(i) and 2.7(j), and the Escrow Agreement;

(iv)

deliver to each Banking Institution to the bank account designated by such Banking Institution in the applicable Bank Payoff Letter an amount equal to such Banking Institution’s portion of the Banking Institutions Payoff Amount; and

(v)

deliver to each Seller all agreements, documents, instruments or certificates required to be delivered by the Purchaser at or prior to Closing pursuant to Section 7.3 of this Agreement.

(c)

All transactions to take place at the Closing shall be deemed to take place simultaneously on the Closing Date, and no transaction hereunder shall be deemed to have been completed, or any document delivered, until all such transactions have been completed and all agreements, documents, instruments or certificates required to be delivered hereunder have been delivered.

2.7

Closing Date Adjustments.

(a)

Promptly, but in any event no later than sixty (60) days after the Closing, the Purchaser shall provide to the Sellers’ Representative (i) a balance sheet of the Company prepared by the Purchaser in good faith as of the Closing Date (the “Closing Date Balance Sheet”); (ii) the Purchaser’s good faith calculation of the Cash as of the Closing (the “Closing Date Cash Calculation”); (iii) the Purchaser’s good faith calculation of the Company’s Indebtedness as of the Closing (the “Closing Date Indebtedness Calculation”); (iii) the Purchaser’s good faith calculation of Net Working Capital as reflected on the Closing Date Balance Sheet (the “Closing Date Net Working Capital Calculation”); (iv) all relevant records used in preparing the Closing Date Balance Sheet and calculating the Closing Date Cash Calculation, the Closing Date Indebtedness Calculation and the Closing Date Net Working Capital Calculation (including any related working papers); and (v) the Purchaser’s calculation of the Purchase Price (excluding any Earnout Payments) and the adjustment to the Closing Payment Amount that needs to be made (i.e., the difference between the Purchaser’s calculation of the Purchase Price (excluding any Earnout Payments) and the Closing Payment Amount (the “Additional Payment Amount”)) (collectively, the “Purchaser Adjustment Report”). If the Purchaser fails to provide the Sellers’ Representative within such sixty (60) day period the Purchaser Adjustment Report, the Estimated Cash, Estimated Indebtedness and the Estimated Net Working Capital shall be deemed to be the Final Cash, Final Indebtedness and the Final Net Working Capital.

(b)

Within forty-five (45) days after receipt by the Sellers’ Representative of the Purchaser Adjustment Report pursuant to Section 2.7(a) above (the “Review Period”), the Sellers’ Representative shall deliver to the Purchaser either (i) a written acknowledgement accepting the Purchaser Adjustment Report (the “Acceptance Notice”); or (ii) a written report setting forth in reasonably specific detail any proposed adjustments to the Purchaser Adjustment Report (the “Sellers’ Adjustment Report” and together with the Purchaser Adjustment Report, the “Adjustment Reports”). During the Review Period (and, in addition, until the final determination of all items in the Adjustment Reports), the Sellers’ Representative and its agents shall be provided with such access to the books and records related to the Purchaser Adjustment Report, the personnel of the Company and the Purchaser and any relevant work papers used by the Purchaser in preparing the Purchaser Adjustment Report or necessary for the Sellers’ Representative to review the Purchaser Adjustment Report, during normal business hours, as the Sellers’ Representative and/or its agents may reasonably request to enable the Sellers’ Representative to evaluate the Purchaser Adjustment Report and prepare the Sellers’ Adjustment Report, in each case subject to such confidentiality undertakings as the Purchaser may reasonably require in view of the sensitivity of the information in question. If the Sellers’ Representative delivers the Acceptance Notice to the Purchaser or fails to respond to the Purchaser within the Review Period, the Sellers’ Representative shall be deemed to have accepted and agreed to the Purchaser Adjustment Report as delivered pursuant to Section 2.7(a) the amounts provided therein shall be final and binding among the parties for the purposes of Section 2.7(e).

(c)

In the event that the Sellers’ Representative and the Purchaser fail to agree on any of the Sellers’ Representative’s proposed adjustments to the Purchaser Adjustment Report within thirty (30) days after the Purchaser receives the Sellers’ Adjustment Report, then the Sellers’ Representative and Purchaser agree that an Independent Accounting Firm shall be jointly retained to make the final determination with respect to the correctness of the proposed adjustments of the Adjustment Reports in light of the terms and provisions of this Agreement. Each of the Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, shall certify in writing to the other the absence of any conflict or material prior professional or business relationship with the selected Independent Accounting Firm, and such firm shall so certify to the Purchaser and the Sellers’ Representative that no such conflict or relationship exists. The Purchaser and the Sellers’ Representative shall use their commercially reasonable efforts to select an Independent Accounting Firm within ten (10) days of the expiration of such period and to cause the Independent Accounting Firm to resolve all disagreements by providing the parties its reasoned decision as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Independent Accounting Firm. If the Purchaser and the Sellers’ Representative fail to select the Independent Accounting Firm within such ten (10) day period, either of the Purchaser or the Sellers’ Representative may request the selection of the Independent Accounting Firm by the President of Institute of Certified Public Accountants in Israel. The Independent Accounting Firm shall limit itself only to the specific items under dispute between the parties, and the decision of the Independent Accounting Firm shall, in the absence of fraud or manifest error, be final, binding and non-appealable on the Sellers’ Representative and the Purchaser. Each party (and its respective representatives and advisors) shall be entitled to make a presentation to the Independent Accounting Firm (which may include submission of back-up materials and work papers) in support of its position in the dispute.

(d)

Each of the Sellers and the Purchaser shall (i) pay its own respective costs and expenses incurred in connection with this ‎Section 2.6(c), and (ii) be responsible for the fees and expenses of the Independent Accounting Firm on a pro rata basis based upon the inverse of the degree to which the Independent Accounting Firm has accepted the respective positions of the Sellers’ Representative (and among the Sellers, based on the Relevant Portion of each Seller) and the Purchaser (which shall be determined by the Independent Accounting Firm and set forth in the Independent Accounting Firm’s Adjustment Report). For purposes of clarity, if the Independent Accounting Firm determines that it accepted sixty-five percent (65%) of the respective position of the Sellers’ Representative, the Sellers shall pay thirty-five percent (35%) of the fees and expenses of the Independent Accounting Firm and the Purchaser shall pay the remaining sixty-five percent (65%) of such fees and expenses.

(e)

The Adjustment Report as agreed to by the parties or as determined by the Independent Accounting Firm is referred herein as the “Final Adjustment Report” and the terms “Final Cash”, “Final Indebtedness” and “Final Net Working Capital” as those terms have been hereinbefore and will be hereinafter used, shall mean the Cash, Indebtedness and Net Working Capital calculated as of the Closing Date as adjusted, if at all, in the Final Adjustment Report pursuant to this Section 2.6(c). The date on which the Final Cash, Final Indebtedness and Final Net Working Capital are determined pursuant to this Section 2.6(c) shall hereinafter be referred to as the “Settlement Date”.

(f)	In addition, in the event that any amounts are identified by any party which should have been included in the amount of the Known Transaction Costs but were not so included, the Additional Payment Amount shall be reduced by such identified amount.

(g)	Within two (2) Business Days after the determination of the Final Adjustment Report in accordance with this ‎Section 2.6(c) above (including by failure to timely deliver an Adjustment Report prior to the expiry of the Review Period):


	(i)	if the Additional Payment Amount is a positive number, then (i) an amount equal to the Adjustment Escrow Amount shall be released from the Escrow Account to the Paying Agent or the 102 Trustee in accordance with Section 2.6(b) above and Section 2.8 below; and (ii) the Purchaser shall pay an amount equal to the difference between the Additional Payment Amount and the Adjustment Escrow Amount to the Paying Agent or the 102 Trustee in accordance with Section 2.6(b) above and Section 2.8 below;

(ii)

if the Additional Payment Amount is a negative number but is a number which is less than the Adjustment Escrow Amount, then (i) an amount in cash equal to the Additional Payment Amount shall be released from the Escrow Account to the Purchaser by wire transfer of immediately available funds; and (ii) an amount in cash equal to the balance of the Adjustment Escrow Amount shall be released from the Escrow Account to the Paying Agent or the 102 Trustee in accordance with Section 2.6(b) above and Section 2.8 below; or

(iii)

if the Additional Payment Amount is a negative number and is a number which is more than the Adjustment Escrow Amount, then (i) an amount equal to the Adjustment Escrow Amount shall be released from the Escrow Account to the Purchaser by wire transfer of immediately available funds; and (ii) the outstanding balance of the Additional Payment Amount shall be paid by the Sellers, the Company Warrantholder and the Company Vested Optionholder shall pay (and, where applicable the Company shall instruct the 102 Trustee to pay) (in the proportions according to the Relevant Portion as set forth across each Seller’s, Company Warrantholder’s and Company Vested Optionholder’s name on the Consideration Allocation Certificate) to the Purchaser by wire transfer of immediately available funds to an account of the Purchaser designated in writing by the Purchaser to the Sellers.

(h)

Each of the Sellers’ Representative and the Purchaser shall, in accordance with the notification requirements of the Escrow Agreement, instruct the Escrow Agent to pay the relevant amount to the Sellers or the Purchaser, as the case may be, as indicated in accordance with the provisions of Sections 2.7(g), 2.7(i) and 2.7(j). No amount shall be released from the Escrow Account except in accordance with the provisions of this Section 2.7(g), 2.7(i) and 2.7(j), and the Escrow Agreement.

(i)	Additional Adjustment. In the event that within sixty (60) days of the date hereof, the UK Investment Security Unit (ISU) has:

(i)

not provided its approval to all or part of the transactions contemplated hereby;

(ii)

rejected all or part of the transactions contemplated hereby; or

(iii)

conditioned its approval on the agreement by the Purchaser to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement:

that would require the divestiture or holding separate of any assets or voting securities of the Purchaser, the Company or any of their respective Affiliates;

that would require the transactions herein be consummated on terms other than those as set out herein;

that would limit the Purchaser’s freedom of action with respect to, or its ability to consolidate and control, the Company or any of its assets or businesses or any of the Purchaser’s or its Affiliates’ other assets or businesses,

in each case, which would have an adverse effect on the Purchaser, the Company or their respective Affiliates,

then the Sellers shall, and shall cause the Company to, use best efforts to alleviate the need to seek and obtain Relevant Antitrust/FDI Approvals for the Transactions contemplated hereby, including (x) carving-out and retaining any agreement with a customer of the Company Group which presently or in the most recently completed financial year has supplied into the United Kingdom (listed in Schedule 2.7(i)) (the “Carve-out Agreements”) from the scope of the transactions contemplated by this Agreement, or (y) terminating the Carve-Out Agreements (each of (x) and (y), the “Carve-out”). Following such Carve-out, if any new sale is made by the Company Group to the customers under the Carve-out Agreements in relation to ultimate supply to the United Kingdom on or before the date that is twenty-four (24) months following the Closing Date (“Carve-out Deadline”), then within five (5) Business Days from such new sale, the Carve-out Escrow Amount shall be released in its entirety to the Paying Agent and the 102 Trustee in accordance with Section 2.6(b) and Section 2.8. If no sale by the Company Group to the customers under the Carve-out Agreements in relation to ultimate supply to the United Kingdom takes place on or before the Carve-out Deadline, then the Carve-out Escrow Amount shall be released to the Purchaser within five (5) Business Days of the Carve-out Deadline.

(j)

Indian Cash Deposit and Indian Sale Proceeds. On each of April 1, 2025 and December 31, 2025, an amount equal to eighty percent (80%) of the amount of the Indian Cash Deposit that, as of such date, had been released to the Company since the Closing Date, shall be released from the Indian Cash Escrow Amount to the Paying Agent and the 102 Trustee in accordance with Section 2.6(b) above and Section 2.8 below. An amount equal to eighty percent (80%) of the amount of the Indian Sale Proceeds received by the Company Group shall be released from the Indian Sale Proceeds Escrow Amount within ten (10) Business Days following receipt by the Company Group of the Indian Sale Proceeds. Any amount remaining in the Indian Cash Escrow Amount and Indian Sale Proceeds Escrow Amount following December 31, 2025 shall be released to the Purchaser within five (5) Business Days of December 31, 2025.

2.8

Cash-Out of Options.

(a)

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, all of the outstanding and unexercised Initial Vested Company Options that are in the money shall be cancelled and automatically converted into the right to receive (in lieu of such Initial Vested Company Option), an amount in cash (to the extent positive) per Initial Vested Company Option held by such Company Vested Optionholder equal to (i) the Per Vested Option Closing Consideration; minus (ii) the exercise price of such Initial Vested Company Option; plus (B) the contingent right to receive such Initial Vested Company Option’s portion of any Additional Payment Amount in accordance with Sections 2.7(g)(i), and its pro rata portion of the release of any escrow amount in accordance with 2.7(i) and 2.7(j) (iii) plus the contingent right to receive such vested Company Option’s portion of any Earnout Payments, all in accordance with Section 2.6 of this Agreement. All unvested Company Options shall be cancelled at the Closing for no consideration. All of the outstanding and unexercised vested Company Options which are not Initial Vested Company Options (the “Remaining Options”) shall continue to be outstanding in accordance with their terms except as modified by the Option Cancellation Agreement. Upon the Closing, each unvested Company Option and Initial Vested Company Option will be cancelled, terminated and extinguished, and upon the cancellation thereof each such Company Optionholder shall cease to have any rights with respect thereto, except for the right to receive the amount of cash as detailed above, provided that each Company Vested Optionholder shall execute prior to the Closing Date, an option cancelation agreement in the form attached hereto as Exhibit D (an “Option Cancellation Agreement”).

(b)

Notwithstanding anything to the contrary contained in this Section 2.8 or elsewhere in this Agreement, all Purchase Price paid in respect of the Initial Company Vested Options will be paid (i) in case of the Section 102 Amount by the Purchaser to the Paying Agent to be further allocated to the 102 Trustee to be held and released in accordance with the provisions of Section 102; and (ii) in case of the Section 3(i) Amount, by the Purchaser to the Paying Agent to be further allocated to the Section 3(i) Holder (less the applicable Taxes) in accordance with his or her respective holdings percentages as set forth on the Consideration Allocation Certificate; (iii) in case of the Non-Section 102 Amount, to the Paying Agent which shall remit such amount to, at the choice of the Sellers’ Representative as shall be communicated to Paying Agent: (i) a paying agent designated by the Sellers’ Representative; or (ii) such member of the Company Group as set forth in Schedule 2.8(b) who shall remit such amounts to the applicable Non-Section 102 Holders through local payroll (less the applicable Taxes required to be withheld with respect to such payment) in accordance with Section 2.10 below; in each case, subject to the receipt (prior to or on the Closing Date) of a duly executed Option Cancellation Agreement.

(c)	Prior to the Closing and subject to applicable Law, the Company’s board of directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that the treatment of the Company Options shall be as set forth herein.

2.9

Cash-Out of the Tmura Warrant.

(a)

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Warrant shall be cancelled and automatically converted into the right to receive (in lieu of the Tmura Initial Warrant Shares), (i) an amount in cash (to the extent positive) equal to (A) the Warrant Amount; plus (B) the contingent right to receive the Company Warrantholder’s portion of any Additional Payment Amount in accordance with Section 2.7(g)(i), and its pro rata portion of the release of any escrow amount in accordance with 2.7(i) and 2.7(j) plus (C) the contingent right to receive the Company Warrantholder’s portion of any Earnout Payments and (ii) a replacement warrant for the uncancelled potion of the Tmura Warrant in the form attached to the Warrant Cancellation Agreement. The Tmura Warrant shall be cancelled at the Closing for no consideration, and upon the cancellation thereof the Company Warrantholder shall cease to have any rights with respect thereto, except, provided that the Company Warrantholder shall execute prior to the Closing Date, a Company Warrantholder cancelation agreement in the form attached hereto as Exhibit E (“Warrant Cancellation Agreement”).

(b)

Notwithstanding anything to the contrary contained in this Section 2.9 or elsewhere in this Agreement, that portion of the Purchase Price payable in respect of the Tmura Warrant in accordance with Section 2.9(a) above will be paid to the Paying Agent to be further allocated to the Company Warrantholder (less applicable Taxes) subject to the receipt (prior to or on the Closing Date) of a duly executed Warrant Cancellation Agreement.

2.10

Withholding Rights.

(a)

Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 2.10(b) below, each of the Purchaser, the Paying Agent, the 102 Trustee, the Escrow Agent and the relevant employing entity or anyone making any payment on their behalf pursuant to this Agreement, the Paying Agent Agreement and the Escrow Agreement (each a “Payor”) shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to pursuant to this Agreement (including any portion of the Earnout Payments, and any other payment), such amounts as the Payor is reasonably determines that are required to be deducted or withheld therefrom under the Israeli Tax Ordinance, or any legal requirement with respect to Tax, with respect to the making of such payment, unless the Payor is provided with a Valid Certificate at least three (3) Business Days prior to the date of any such payment, providing for an exemption from such withholding Tax in respect of each such payment, or determining the withholding Tax rate or Tax amount (and in such event any withholding shall be made, if at all, in accordance with a Valid Certificate), and to be provided any necessary Tax forms, including IRS Form W-9 or applicable IRS Form W-8, as applicable, or any similar information. To the extent that such amounts are so withheld by the Payor, such withheld amounts shall be remitted by the Payor to the applicable Governmental Authority, and upon such Person’s written request, the Payor shall provide to the Person from which such amounts were deducted or withheld, written confirmation of the amount so withheld and its transfer to the applicable Governmental Authority. To the extent that such amounts are so withheld by the Payor and remitted by the Payor to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement and the Paying Agent Agreement as having been paid to the Person to whom or to which such amounts would otherwise have been paid.

(b)

Notwithstanding Section 2.10(a) above, if prior to the Closing Date, the Purchaser is provided with an undertaking by the Paying Agent as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”), any consideration payable or otherwise deliverable by the Purchase pursuant to this Agreement (including Earnout Payments) shall be transferred to the Paying Agent without any deduction or withholding of Israeli Taxes, and any amounts payable to each payment recipient, other than Company Optionholders or holders of Section 102 Shares, which did not present a Valid Certificate prior to the Closing Date, shall be retained by the Paying Agent for the benefit of each such payment recipient for a period of one-hundred eighty (180) days from the Closing Date (or, with respect to any payments made after the Closing Date, ninety (90) days from the date on which such amounts or any remaining balance thereof is released), or an earlier date required in writing by a payment recipient (the “Withholding Drop Date”) (during which time unless requested otherwise by the ITA, no payments shall be made by a Payor to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments deliverable pursuant to this Agreement‎, except as provided below and during which time each payment recipient may obtain a Valid Certificate). If a payment recipient delivers, no later than three (3) Business Days prior to the Withholding Drop Date a Valid Certificate to a Payor, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such payment recipient (subject to withholding on account of non-Israeli Taxes, if applicable). If any payment recipient (i) does not provide a Payor with a Valid Certificate by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request to the Payor to release his portion of the applicable consideration prior to ‎the Withholding Drop Date and fails to submit a Valid Certificate no later than three (3) Business Days before such time, then the amount to be withheld from such payment recipient’s portion of the applicable consideration shall be calculated according to the applicable withholding rate as determined by Paying Agent, which amount shall be calculated in NIS based on the US:NIS exchange rate known on the date the payment is actually made to such recipient, and the Paying Agent will pay to such recipient the balance of the payment due to such recipient that is not so withheld (subject to withholding on account of non-Israeli Taxes, if applicable). Any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient.

(c)

Notwithstanding anything to the contrary herein, any payments made to holders of vested Company Options and 102 Shares will be subject to deduction or withholding of Israeli Tax under the Israeli Tax Ordinance on the sixteenth (16^th) day of the calendar month following the month during which the Closing occurs, unless prior to the sixteenth (16^th) day of the calendar month following the month during which the Closing occurs with respect to Non-Section 102 Holders, who are employed by or engaged by non-Israeli resident Subsidiary of the Company and were granted such Options in consideration solely for work or services performed outside of Israel, a validly executed declaration regarding their non-Israeli residence in the form attached as Exhibit F hereto confirming that they were granted such options in consideration solely for work or services performed outside of Israel for non-Israeli resident Subsidiaries of the Company, shall have been provided to Purchaser, in accordance with the terms of the Option Cancellation Agreement, in which case, the payment of any consideration which such holders have the right to receive under this Agreement will not be subject to any withholding or deduction of Israeli Tax and shall be paid by Paying Agent to, at the choice of the Sellers’ Representative as shall be communicated to the Paying Agent: (i) a paying agent designated by the Sellers’ Representative; or (ii) the relevant non-Israeli resident employing Subsidiary, and thereafter by such non-Israeli employing Subsidiary to the Non-Section 102 Holders, subject to applicable withholding requirements of the applicable jurisdiction, and (iii) with respect holders of vested Company Options that do not fall under clauses (i) and (ii) above, a Valid Certificate was provided.

3.	REPRESENTATIONS AND WARRANTIES RELATING TO EACH SELLER AND THE PURCHASED SHARES

Except as set forth on the Disclosure Schedule (the “Disclosure Schedule”), which shall be deemed to be a part of the representations and warranties made hereunder, each Seller represents and warrants to the Purchaser, as of the date of this Agreement and as of the Closing Date, as follows:

3.1

Organization, Good Standing and Power.

Such Seller has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation and has full power to carry on its business as it is carried on at the date of this Agreement.

3.2

Authority; Execution and Delivery; Enforceability.

Such Seller has full power and authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and to perform such Seller’s obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution, delivery and performance by such Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and the consummation by such Seller of the Acquisition and the other transactions contemplated hereby, and performance by such Seller hereunder, have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, or other, action, and no further action is required in connection therewith. Such Seller has duly executed and delivered this Agreement, and will duly execute and deliver all other instruments and agreements to be executed and delivered by such Seller as contemplated hereby. This Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby constitute such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by principles of equity regarding the availability of remedies (whether in a proceeding at law or in equity).

3.3

No Conflicts; Consents.

Subject to obtaining the consents and approvals, completing the actions, making the filings and giving the notices specified in Schedule 3.3 and 4.4(c) of the Disclosure Schedule, the execution and delivery by such Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, and the compliance by such Seller with the terms hereof and thereof, and performance by such Seller hereunder and thereunder, will not, conflict with, or result in any violation of or default under any provision of: (a) the governing documents of such Seller (if applicable); (b) any Contract to which such Seller is a party or by which any of its properties or assets is bound; (c) any judgment applicable to such Seller or such Seller’s properties or assets; or (d) any applicable law, other than, in the case of clauses (b) through (d) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have an adverse effect on the Purchaser’s ability to consummate the Acquisition and the other transactions contemplated hereby.

3.4

Litigation.

There are not any: (a) outstanding judgments against such Seller; (b) Proceedings or arbitrations pending or, to such Sellers’ Knowledge, threatened, against or affecting such Seller, or such Seller’s properties or assets; or (c) investigations by any Governmental Authority of which such Seller has received notice or that are pending or, to such Sellers’ Knowledge, threatened, against such Seller that, in respect of any of the foregoing, would affect such Seller’s ability to consummate the transactions contemplated hereby.

3.5

The Purchased Shares.

Such Seller is the record and beneficial owner of such Seller’s Relevant Purchased Shares set forth opposite such Seller’s name in the Consideration Allocation Certificate and has good and valid title to such Seller’s Relevant Purchased Shares, in each case, free and clear of all Liens. Such Seller does not own, and does not have the right to acquire, directly or indirectly, any other equity securities of the Company or any of its Subsidiaries, except those set forth opposite such Seller’s name in the Consideration Allocation Certificate. As of the Closing, the Relevant Purchased Shares of each Seller to be acquired by the Purchaser pursuant to this Agreement will not be subject to any preemptive rights, rights of first refusal or any other third party rights (including without limitation any option, warrant, purchase right, or other Contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any equity securities of the Company) with respect to the transfer of such Relevant Purchased Shares which have not been waived in writing prior to the Closing. Except as set forth in Schedule 3.5, such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any share capital of the Company.

3.6

Solvency.

Such Seller is not insolvent or unable to pay its debts under the insolvency laws of the jurisdiction of its incorporation nor has stopped paying debts as they fall due. No moratoriumhas been obtained nor any order been made, petition presented or resolution passed for the winding‑up of such Seller. No administrator, receiver, monitor, manager or equivalent officer has been appointed by any person in respect of such Seller or all or any of its assets, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to such Seller. The consummation of the Acquisition shall not constitute a fraudulent transfer by such Seller under applicable bankruptcy and other similar Laws relating to bankruptcy and insolvency of such Seller.

3.7

Tax Matters.

Such Seller has had an opportunity to review with its, his or her own tax advisors the tax consequences of the Acquisition and any other transactions hereunder. Such Seller understands that it, he or she must rely on its, his or her advisors and not on any statements or representations made by the Purchaser, the Company or any of their agents or representatives with respect to such Tax consequences. Such Seller understands that such Seller (and not Purchaser or the Company) shall be responsible for any Tax Liability of such Seller that may arise as a result of the Acquisition or any other transactions hereunder (provided, however, that this Section 3.7 shall not be construed to create any indemnification obligation to any Seller that does not otherwise arise pursuant to Section 9.2.

3.8

Tax Withholding Information.

Any and all material information to be provided or to be provided to Purchaser, the Paying Agent or the ITA by or on behalf of such Seller for purposes of enabling Purchaser, the Paying Agent or the ITA to determine the amount to be deducted and withheld from the consideration payable to such Seller pursuant to this Agreement under Applicable Law and for the ITA to issue a Valid Certificate is true, correct and complete.

3.9

Sanctions

(a)

Neither such Seller nor any of its directors, officers, Affiliates or employees: (i) is a Sanctions Target or is a person with whom transactions are otherwise prohibited or restricted under applicable Sanctions Laws and Regulations; (ii) has made any disclosure with respect to an actual or apparent violation of applicable Sanctions Laws and Regulations or has been subject to civil or criminal penalties imposed by any Governmental Authority or Sanctions Authority administering Sanctions Laws and Regulations or (iii) and is not now and has not been the subject of any actual or, to such Sellers’ knowledge, asserted or threatened charge, Proceeding, investigation, administrative enforcement, civil or criminal penalty or inquiry with respect to potential or actual violations of any Sanctions Laws and Regulations.

(b)

Such Seller and each of its directors, officers, and employees of such Seller (in their capacity as officers, directors or employees of such Seller), have complied with, and are in compliance, in all material respects, with all applicable Sanctions Laws and Regulations, and have not and are not: (i) engaged in any prohibited dealings or transactions with a Sanctioned Target or in a Sanctioned Country; (ii) otherwise engaged in any conduct, activity or practice that would constitute a violation of applicable Sanctions Laws and Regulations or that would result in designation or status as a Sanctioned Target; or (iii) otherwise in violation, in any material respect, of Sanctions Laws and Regulations.

3.10

No Implied Representations and Warranties.

The representations and warranties explicitly set forth in thisArticle 3 Section 3 are the only representations and warranties made by each Seller, and neither the Seller nor any other Person on its behalf, has made or makes any additional warranties or representations, express or implied, as to any matter whatsoever relating to itself, the Company and/or such Seller’s Relevant Purchased Shares.

4.	REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

Except as set forth on the Disclosure Schedule, which shall be deemed to be a part of the representations and warranties made hereunder, the Company hereby represents and warrants to the Purchaser with respect to the Company (and where explicitly mentioned, the Subsidiaries of the Company), as of the date of this Agreement and (unless otherwise specified) as of the Closing Date, as follows:

4.1

Organization, Good Standing and Qualification.

Each of the Company and its Subsidiaries has been duly incorporated or formed and is validly existing under the laws of its respective jurisdictions of organization. Schedule 4.1 of the Disclosure Schedule sets forth a true and complete list of the Company and each of its Subsidiaries, and each entity’s jurisdiction of organization. Each of the Company and its Subsidiaries has the requisite corporate power and authority to (a) own and operate its properties and assets and to carry on its businesses as presently conducted, and (b) in the case of the Company, to execute, deliver and perform its obligations under this Agreement. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its activities and properties makes such qualification necessary. The Company is not categorized as a “Company in Breach” (חברה מפרה) with the Israeli Registrar of Companies.

4.2

Subsidiaries.


(a)	Except as set forth in Schedule 4.2(a) of the Disclosure Schedule,] all of the Company’s Subsidiaries are wholly owned by the Company, directly or indirectly (through another wholly‑owned Subsidiary).

(b)	The particulars of each Company Group member set out in Schedule 4.2(a) are complete, accurate and up to date in all respects.

(c)	There are no agreements or commitments outstanding which give to any person the right to call for the issue of any shares, debentures or other securities of any Group Company.

(d)	The Company and its Subsidiaries do not own or control, directly or indirectly, any interest or participation rights in any corporation, partnership, limited liability company, joint venture, trust, association or other business entity.

4.3

Capitalization.

Schedule 4.3(a) of the Disclosure Schedule sets forth (i) the authorized share capital of the Company; and (ii) the issued share capital of the Company as of the date of this Agreement and immediately prior to the Closing, in respect of which the Sellers are the registered shareholders.

(a)

All issued and outstanding shares of the Company have been and as of the Closing will be duly authorized and are validly issued, fully paid and non-assessable, and were issued in compliance with applicable Laws. As of the date hereof and as of the Closing Date, the Purchased Shares, together with the other shares of the Company held by the Sellers constitute all, of the issued and outstanding equity interests of the Company (assuming no options which are outstanding as of the date hereof shall be exercised). All options granted by the Company under any employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement option plan has been duly authorized by the relevant corporate organs of the Company and validly issued in compliance with any applicable Laws.

(b)	There are no outstanding or authorized stock appreciation, warrants, phantom stock, profit participation or similar rights, or other equity or voting interests in the Company.

(c)

Schedule 4.3(c) sets forth, as of the date hereof, for each Option, (i) the name of the holder thereof (and whether such holder is an employee of the Company as of the date hereof), (ii) the exercise price per share thereof, (iii) the number of shares covered thereby, (iv) the date of grant and vesting schedule (including any applicable performance-based vesting conditions) thereof, (v) the extent to which it is vested as of the date hereof, and (vi) whether the exercisability thereof shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. True and correct copies of each Company Option Plan, the standard agreements thereunder and each agreement for Options or Shares under any Company Option Plan that does not conform to the standard agreement under such Company Option Plan have been made available and specifically identified to Purchaser, and such Company Option Plans and such agreements have not been amended, modified or supplemented since being made available to Purchaser, and there are no agreements, understandings or commitments to amend, modify or supplement any Company Plan or such agreements in any case from those made available to Purchaser. The terms of the Company Option Plans permit the treatment of Options as provided herein, without the consent or approval of any holder of Options, any shareholder or any other Person other than the board of directors of the Company. All Options and shares issued upon exercise thereof have been granted and issued in accordance with the terms of the Company Option Plan, in compliance with applicable Law and all requirements set forth in applicable Contracts.

(d)

The Company has no obligation (contingent or otherwise) to (i) issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares, any evidences of Indebtedness of the Company and/or shareholders loans; or (ii) purchase, redeem or otherwise acquire any shares or any interest therein or to pay any dividend or make any other distribution in respect thereof. The Company is not a party to or subject to any agreement or understanding (including irrevocable proxies), and to the Sellers’ Knowledge there are no agreements or understandings between any Persons, which relate to the voting or giving of written consent with respect to any security, or by a director of, the Company.

(e)

Other than this Agreement, there are no agreements between the Company, on the one hand, and any Person, on the other hand, with respect to the sale of the Company’s equity securities. Neither the Company nor any of its Subsidiaries has any outstanding debt, the holder of which (i) has the right to vote (or that is convertible into securities that have the right to vote) with the Sellers on any matter or (ii) is or will become entitled to any payment as a result of the transactions contemplated by this Agreement.

4.4

Authorization; Execution and Delivery; Enforceability.

(a)

The Company has all requisite power and authority to execute and deliver this Agreement and all other instruments and agreements to be delivered as contemplated hereby and to carry out and perform its obligations hereunder and thereunder. All corporate and other action on the part of the Company (including approval by the Company’s shareholders and board of directors) necessary for the authorization, execution, delivery and performance of this Agreement and all other instruments and agreements to be delivered as contemplated hereby has been taken (and, for the avoidance of doubt, is within the Company’s corporate power and authority) or will be taken prior to Closing.

(b)

This Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby constitute the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by principles of equity regarding the availability of remedies (whether in a proceeding at law or in equity).

(c)

No consent, approval, authorization, order, filing, registration, Permit, declaration, notice or qualification of or with any court, Governmental Authority or third Person is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the performance of the Company’s obligations hereunder except as set forth in Schedule 4.4(c) of the Disclosure Schedule and except for commercial agreements with customers that are not Material Customers and suppliers that are not Material Suppliers.

4.5

Corporate Documents.

True, correct and complete copies of the Company’s and its Subsidiaries’ organizational documents have been provided to the Purchaser. Schedule 4.4(c) of the Disclosure Schedule sets forth a list of the duly elected directors of the Company and its Subsidiaries.

4.6

No Conflicts; Consents.

Subject to obtaining the consents and approvals, completing the actions, making the filings and giving the notices specified in Schedule 4.4(c) of the Disclosure Schedule, and except for commercial agreements with customers that are not Material Customers and suppliers that are not Material Suppliers, the execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby, the performance by the Company of its obligations pursuant to this Agreement, and consummation of the transactions contemplated by this Agreement will not result in any violation of, or conflict with, or constitute a default (with or without notice or lapse of time, or both) under the Company’s governing documents or any of the Material Contracts, nor, result in the creation of any Lien, upon any of the properties or assets of the Company or its Subsidiaries, or give to others any rights, including but not limited to rights of termination, cancellation or acceleration, in or with respect to any agreement, contract or commitment referred to in this Section, or to any of the properties of the Company or its Subsidiaries, or otherwise require the consent or approval of any Person or otherwise result in the suspension, revocation, impairment, forfeiture or non-renewal of any permit, license, authorization or approval applicable to the Company or its Subsidiaries, their businesses or any of their assets or properties.

4.7

Compliance with Laws; Permits.

(a)

Each of the Company and its Subsidiaries has, in the past four (4) years, complied in all material respects with all, is not in violation of any, and has not received any notices of violation with respect to any, Applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business. In the past four (4) years, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation, in any material respect, by the Company or any of its Subsidiaries of, or a failure on the part of the Company or any Subsidiary to comply, in any material respect, with, any Applicable Legal Requirement.

(b)

To the Sellers’ Knowledge, no material transactions which any Group Company has entered into are or could be liable to be set aside on the basis that they amounted to a transfer at an undervalue by or to a Group Company or on the basis of a Group Company’s failure to meet any insolvency test (whether relating to its net asset position or otherwise) for determining their validity applicable in any relevant jurisdiction or otherwise.

(c)

Except as set forth in Schedule 4.7(c) of the Disclosure Schedule, the Company and each of its Subsidiaries have all material federal, state, local and foreign franchises, permits, licenses, authorizations, certificates, rights, exemptions and orders and any similar authority (collectively, the “Permits”) necessary for or material to the conduct of its business as now being conducted by it, or that are necessary for the lawful ownership of their respective properties and assets. The Company and its Subsidiaries are in compliance in all material respects with the terms and conditions of all Permits and there is no basis that may reasonably lead to any modification, suspension, revocation, withdrawal, termination or otherwise limitation of any Permit. All Permits are valid and have not lapsed, been cancelled, terminated or withdrawn. Any application for the renewal of any such Permit which is due prior to the Closing Date will be timely made or filed by the Company or the appropriate Subsidiary prior to the Closing Date. No proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any Permit is pending, or, to the Sellers’ Knowledge, threatened, and the Company has not received any written notice or other written communication regarding the foregoing. No administrative or governmental action or Proceeding has been taken, or, to the Sellers’ Knowledge, threatened, in connection with the expiration, continuance or renewal of any such Permit, and the Company has not received any written notice or other communication regarding the foregoing. None of the Permits will be terminated or impaired, or will become terminable, in whole or in part, or modified in any manner, as a result of the consummation of the transactions contemplated by this Agreement.

4.8

Financial Statements.

The Company has made available to the Purchaser the audited financial statements of the Company as set forth in Schedule 4.8 of the Disclosure Schedule, as of and for the fiscal years ended December 31, 2022 and December 31, 2023 and the interim unaudited financial statements as of 30 June 2024 (collectively, the “Financial Statements”). Such Financial Statements (a) fairly present, in all material respects, the financial condition and the results of operations of the Company as of the respective dates of and for the periods referred to in such Financial Statements, all in accordance with IFRS applied on a consistent basis throughout the periods involved and at the dates involved, and (b) reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in all material respects, the Company’s financial condition at the respective dates of the balance sheets contained in the Financial Statements and the results of operations for the periods ended on each balance sheet date.

4.9

Changes.

Except for the transactions contemplated by this Agreement, since the Balance Sheet Date until the date of this Agreement:

(a)	the Company Group has been operated in the ordinary course of business in all material respects;

(b)	there has not been any Material Adverse Effect; and

(c)

other than as set forth in Schedule4.9(c) of the Disclosure Schedule and except for the transactions contemplated by this Agreement, there has not been any action or event that would have required the Purchaser’s consent pursuant to ‎Section 6.1 had such action or event occurred after the date hereof.

4.10

Taxes.

(a)

Other than as set forth in Schedule 4.10(a) of the Disclosure Schedule, the Company and its Subsidiaries have properly and timely completed and filed all Tax Returns that were required to be filed under applicable Laws and regulations. Other than as set forth in Schedule 4.10(a) of the Disclosure Schedule, all such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with applicable laws and regulations. All Taxes due and owing by the Company and its Subsidiaries, as of the date hereof (whether or not shown on any Tax Return) have been paid. The Company has delivered or made available to Purchaser accurate and complete copies of (i) all annual income Tax Returns filed by the Company and its Subsidiaries, (ii) any closing or settlement agreements entered into by or with respect to the Company or any Subsidiary with any Taxing authority, (iii) all Tax opinions addressing Tax matters or positions of the Company or any of the Subsidiaries, and (iv) all material written communications to, or received by the Company or any Subsidiary from, any Taxing authority related to Taxes, including Tax rulings and Tax decisions, in each case, for tax years 2018 and onwards, to the extent exist.

(b)

Other than as set forth in Schedule 4.10(b) of the Disclosure Schedule, in the five (5) years preceding the date hereof the Company has not received from any Tax authority any (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority. No extension or waiver of the limitation period applicable to any Tax Return filed by the Company or any Subsidiary currently in effect has been granted by or requested from any Governmental Authority. No Action is pending or threatened against the Company or any Subsidiary in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company or any Subsidiary except Liens for current Taxes not yet due and payable (and for which there are full and adequate accruals in accordance with IFRS).

(c)	The Company and its Subsidiaries use the accrual method of accounting for Tax purposes.

(d)

Other than as set forth in Schedule 4.10(d) of the Disclosure Schedule, the Company and its Subsidiaries have (i) complied with all applicable Laws relating to the payment, reporting and withholding of Taxes, and (ii) within the time and in the manner prescribed by applicable Laws, withheld and paid (or deemed paid) in a timely manner all Taxes required to have been withheld and paid in connection with any amounts paid or owning in any jurisdiction to any employee, independent contractor, creditor, shareholder, or other third party. For the avoidance of doubt, such payments include all payments and deemed payments for the exercise, conversion, repayment and cancellation of stock options, warrants, convertible securities, and convertible debt and equity equivalents of the Company and its Subsidiaries. Each of the Company and its Subsidiaries has complied in all material respects with, and its records contain all information and documents necessary to comply in all material respects with, all requirements of applicable Law relating to information reporting and other similar filing requirements.

(e)

Other than as set forth in Schedule 4.10(e) of the Disclosure Schedule, neither the Company nor any Subsidiary (i) is or was treated for any Tax purpose as resident in a country other than the country of its incorporation, or (ii) is subject to Tax in any country other than its country of incorporation or formation by virtue of having employees, agents, a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office, branch, agency, fixed place of business in a country other than the country in which such company is organized or place of management and control (as such concepts are interpreted by any Governmental Authority, including the ITA. No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any Subsidiary does not file Tax Returns that the Company or such Subsidiary, as applicable is or may be required to file a Tax Return in, or be subject to Tax by, that jurisdiction.

(f)

Other than as set forth in Schedule 4.10(f) of the Disclosure Schedule, each of the Company and its Subsidiaries are in compliance in all respects with all applicable transfer pricing laws and Applicable Legal Requirements, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practice and methodology. All intercompany agreements within the Company Group have been adequately documented, and such documents have been duly executed in a timely manner. The prices for any property or services (or for the use of any property), including interest and other prices for financial services, provided by or to a Group Company are arm’s-length prices for purposes of the relevant transfer pricing laws, including Treasury Regulations promulgated under Section 482 of the Code and section 85A of the Israeli Tax Ordinance (or any comparable provisions of state, local or foreign Applicable Legal Requirements). Any studies prepared by any Group Company, or any advisors thereof, with respect to any related party transactions subject to section 85A of the Israeli Tax Ordinance have been made available to the Purchaser. None of the transactions among the Company Group (or other related parties) is subject to any adjustment, apportionment, allocation or re-characterization under any Applicable Legal Requirement. Each Group Company has never entered into a cost sharing arrangement or agreement to share research and development costs and rights to any developed Intellectual Property.

(g)

The Company and each of its Subsidiaries that is incorporated in Israel (if any), or that otherwise required to maintain VAT files in Israel (i) were duly registered for the purposes of Israeli value added tax and have complied in all respects with all requirements concerning Israeli Value Added Tax (“VAT”) required by the Israeli Value Added Tax Law, 5736-1975 and the rules and regulation promulgated thereunder, and (ii) there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable or paid on inputs, supplies, and other transactions and imports made by them, (iii) have collected and timely remitted to the appropriate Governmental Authority any such amounts required by Israeli legal requirements, and (iv) have not received a refund or credit for input VAT for which it is not entitled under any applicable Law. The registration of the Company as part of a joint VAT file will not give rise to any additional VAT liability in excess of the VAT to which Company is or was liable absent such registration or for other entities registered in such joint VAT file with respect to any period (or portion thereof) prior to the Closing Date. The Company has not deducted any input VAT, received refund VAT or claimed zero rate VAT that such Company was not so entitled to deduct, receive or claim, as applicable.

(h)

Neither the Company nor any Subsidiary has performed or was part of any action or transaction that is classified as a “reportable transaction” under Section 131(g) of the Israeli Tax Ordinance and the regulations promulgated thereunder or are subject to reporting obligations under Sections 131D and 131E of the Israeli Tax Ordinance or similar provisions under the Israel Value Added Tax Law of 1975 and the Israeli Land Taxation Law (Appreciation and Acquisition) of 1963.

(i)	Other than as set forth in Schedule 4.10(i) of the Disclosure Schedule, each of the Company and its Subsidiaries Group is in compliance with all terms and conditions of any applicable Tax exemption, Tax holiday or other Tax reduction agreement or Order (each, a “Tax Incentive”).

(j)

Other than as set forth in Schedule 4.10(j) of the Disclosure Schedule, each of the Company and its Subsidiaries is not benefiting (and has never benefited) from any grants, Tax Incentives, tax holidays, reduced tax rates or accelerated depreciation under the Israeli Capital Investment Encouragement Law – 1959 (the “Capital Investment Law”), including but not limited to Technological Preferred Enterprise, Preferred Enterprise, Benefitted Enterprise and Approved Enterprise Status. As of the date hereof, neither the Company nor any Subsidiary has retained earnings which would be subject to corporate Tax due to the distribution of a “dividend” from such earnings, as the term “dividend” is specifically defined by the ITA in the framework of the Capital Investment Law (or actions that are deemed as dividend for these purposes).

(k)	Neither the Company nor any Subsidiary is or has ever been a real property corporation (Igud Mekarke’in) within the meaning Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963.

(l)

Other than as set forth in Schedule 4.10(l), neither the Company nor any Subsidiary constitutes: (A) a “controlled foreign corporation” (Hevra Nishletet Zara) within the meaning of the Israeli Tax Ordinance or a “controlled foreign corporation” as defined in Section 957 of the Code; (B) a specified foreign corporation within the meaning of Section 965(e) of the Code; (C) a “passive foreign investment company” as defined in Section 1297 of the Code; (D) treated as a United States person under Section 897(i) of the Code; or (E) a “surrogate foreign corporation” or a “domestic corporation” within the meaning of Section 7874 of the Code.

(m)

Neither the Company nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is the Company) filing a consolidated, joint, unitary, combined or similar income Tax Return nor (ii) has Liability for Taxes of any Person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or non-U.S. Tax Law, or as a transferee or successor, by application of law, pursuant to a tax sharing agreement or otherwise. Neither the Company nor any of its Subsidiaries is, nor has the Company or its Subsidiaries been, a party to, or bound by, or has any obligation or liability under, any contract with any third party relating to indemnification for Taxes or allocating or sharing the payment of, or liability for, Taxes.

(n)	No Group Company has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(o)

No stock of the Company or any stockholder of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G and the regulations promulgated thereunder), such that the Company is ineligible to seek stockholder approval in a manner that complies with Section 280G(b)(5) of the Code. Neither the Company nor any of its Subsidiaries has or has ever had any obligation to report, withhold or gross up any excise Taxes under Section 280G or Section 4999 of the Code. No Group Company has made any payments, is obligated to make any payments and is a party to any agreement, including this Agreement, that under certain circumstances could reasonably be expected to obligate it to make any payments to any “disqualified individual” within the meaning of Section 280G of the Code that shall not be fully deductible under Section 280G of the Code.

(p)

No Group Company shall be required to include any material item of income or gain in, or exclude any material item of deduction or loss from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting requested by such Group Company prior to the Closing, including but not limited to any adjustments pursuant to Section 481(a) of the Code; (ii) closing agreement described in Code Section 7121 (or any comparable provision of applicable state, local or non-United States Applicable Legal Requirement) entered into by such Group Company with any Taxing Authority prior to the Closing; (iii) installment sale or open transaction disposition made by such Group Company prior to the Closing; (iv) prepaid amounts received or paid by such Group Company outside of the ordinary course of business prior to the Closing or any election, if applicable, under Section 108(i) of the Code, which is made prior to Closing;(v) election pursuant to Section 965(h) of the Code; or (vi) Sections 951, 951A or 965 of the Code or any comparable provision of any state, local or non-United States Tax Applicable Legal Requirement with respect to income received or realized in a Pre-Closing Tax Period. As of the Closing Date, no Group Company will hold assets which constitute United States property within the meaning of Section 956 of the Code. No Group Company has distributed stock of another person, nor, to the Sellers’ Knowledge, has its stock been distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(q)	Other than as set forth in Schedule 4.10(q) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any joint venture, partnership, other arrangement or contract that would reasonably be expected to be treated as a partnership for federal income Tax purposes.

(r)	Neither the Company nor any of its Subsidiaries has been a party to any “listed transaction,” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2).

(s)	Neither the Company nor any of its Subsidiaries has claimed any Tax credit or other Tax benefit or has deferred any Tax pursuant to any program undertaken by any Governmental Authority in response to the COVID-19.

(t)

Each Company and all of its Subsidiaries (if relevant) has at all times since its formation been properly classified as a corporation for United States federal (and applicable United States state and local) Tax purposes, and none of the Group Company’s has ever filed an Internal Revenue Service Form 8832 (Entity Classification Election) with the U.S. Internal Revenue Service.

(u)	Other than as set forth in Schedule 4.10(u), each Company and any of its Subsidiaries has properly classified its independent contractors and/or employees for Tax purposes and complied with the necessary employment withholding tax liabilities.

(v)

Other than as set forth in Schedule 4.10(v), with respect to all sales and use Taxes collected by the Company and any of its Subsidiaries: (i) in jurisdictions where each Company and any of its Subsidiaries is registered for sales or use Tax purposes, each Company and any of its Subsidiaries has properly remitted all sales and use Taxes collected in such jurisdictions to the applicable state Taxing Authority; and (ii) in jurisdictions where no Company and any of its Subsidiaries is registered for sales or use Tax purposes, each Company and any of its Subsidiaries has returned all sales or use Taxes collected from each person located in such jurisdictions to such person (or, if such person cannot be located or is no longer in business, has remitted such sales or use Taxes to the unclaimed property office of such jurisdictions). Neither the Company nor any of its Subsidiaries holds any amounts collected as sales or use Taxes from any person.

(w)	Neither the Company nor any of its Subsidiaries is a party to any gain recognition agreement under Section 367 of the Code.

(x)

Other than as set forth in Schedule 4.10(x) of the Disclosure Schedule, neither the Company nor any Subsidiary has applied for or obtained any private letter ruling or other Tax ruling (including any “taxation decision” (Hachlatat Misui) from the ITA), or technical advice memoranda, similar agreement or closing agreements from any Governmental Authority relating to Taxes. There is no private letter ruling, "taxation decision", or any agreement with any Tax authority to which the Company or its Subsidiaries is party or which the Company or its Subsidiaries is reasonably expected to be liable that would reasonably be expected to affect the Company or its Subsidiaries’ liability for Taxes for any taxable period ending after the Closing Date.

(y)	Each of the Company and its Subsidiaries has prepared and maintained all Tax records that it is required to prepare and maintain, for the period required, under any applicable Law.

(z)

Other than as set forth in Schedule 4.10(z) of the Disclosure Schedule, neither the Company nor any Subsidiary or any shareholder is subject to any restrictions or limitations pursuant to Part E2 of the Israeli Tax Ordinance or pursuant to any Tax ruling made in connection with the provisions of Part E2 of the Israeli Tax Ordinance.

(aa)

The total fair market value of the shares of MIL Power Converter Technologies India Private Limited, Multisphere Power Solutions Private Limited and MIL Power Magnetics India Private Limited (or, if higher, the fair market value of the Group Companies' assets located in India), does not constitute, in aggregate, more than ten percent (10%) of the total value of the shares of Enercon Technologies Ltd.

(bb)

The Company Option Plan (and any other plan that is or was maintained by the Company) that is intended to qualify as a capital gains route plan under Section 102, has received a favorable determination or approval letter from, or is otherwise approved by, or deemed approved by passage of time without objection by, the ITA. All Section 102 Shares and Section 102 Options have been granted and/or issued, as applicable, and are currently in compliance with the applicable requirements of Section 102 (including the relevant sub-section of Section 102) and the written requirements and guidance of the ITA, including, without limitation, the adoption of the applicable board and shareholders resolutions, the timely filing of the necessary documents with the ITA, the appointment of an authorized trustee to hold the Section 102 Shares and Section 102 Options, the receipt of all tax rulings from the ITA if required, the execution by each holder of Section 102 Shares and Section 102 Options of an undertaking to comply with the provisions of Section 102, and the due deposit of such Section 102 Shares and Section 102 Options with the 102 Trustee pursuant to the terms of Section 102 and the guidance published by the ITA on July 24, 2012 and on November 6, 2012.

4.11

Title to Properties and Assets; Liens.

(a)

The Company and each of its Subsidiaries, as applicable, has good, valid and marketable title to all personal properties and assets, both tangible and intangible (other than Intellectual Property which is the subject of Section 4.16, which are material to the business of the Company and its Subsidiaries), and which are used by the relevant member of the Company Group for or in connection with its business, or required for the continuation of the business of the relevant member of the Company Group both as it is currently conducted and as it has been conducted in the four (4) years prior to the date of this Agreement.

(b)	All property and assets referred to in Section 4.11(a):


	(i)	are solely legally and beneficially owned by the relevant member of the Company Group;

(ii)

are, where capable of possession, in the possession or under the control of the relevant member of the Company Group; and

(iii)

Except as set forth in Schedule 4.11 of the Disclosure Schedule, are free from any Liens as security for indebtedness and there is no agreement or commitment to create any Liens and no claim has been made by any person to be entitled to any such Liens.

(c)

All property and assets referred to in Section 4.11(a) are reflected in the Financial Statements or thereafter acquired, except for properties and assets disposed of in the ordinary course of business since the Balance Sheet Date and comprise all the material property and assets necessary for the continuation of the Company Group’s business both as it is currently conducted and as it has been conducted in the four (4) years prior to the date of this Agreement as currently carried on.

(d)

Except as has not had and would not reasonably be expected to result in a Material Adverse Effect, (i) all of the tangible personal property used in the business of the Company and its Subsidiaries is in good operating condition, ordinary wear and tear excepted, is, in all material respects, properly maintained and serviceable and is capable of being used safely and efficiently and is adequate and suitable for the purposes for which it is presently being used, and (ii) no tangible personal property used in the business of the Company and its Subsidiaries is obsolete, surplus to current requirements or in need of renewal or replacement.

4.12

Real Property.


(a)	The information set out in Schedule 4.12(a) of the Disclosure Schedule (Real Property) is true, complete and accurate and not misleading in any respect and the Real Properties comprise all the land and buildings owned, occupied or used by any member of the Company Group or in which any member of the Company Group has any right, interest or liability.

(b)	Each member of the Company Group named in Schedule 4.12 as owner of each Real Property has good title to and is the sole legal and beneficial owner in exclusive possession of the whole of the relevant Real Property.

(c)

Other than in relation to the Real Properties, no member of the Company Group is actually or contingently liable in relation to any existing or previously owned, leased, licensed or occupied real estate (whether as owner or former owner or as tenant or former tenant of any such real estate or as an original contracting party, or guarantor of any party, to any deed, document, lease or license connected with such real estate).

(d)	All rents and outgoings, fees and other payments due to all applicable authorities have been paid up to date and there are no overdue payments for any rent, rates, allowances, taxes, charges or other sums due in respect of the Real Properties.

(e)	There are no material notices, disputes, complaints, liabilities, claims or demands relating to or in respect of the Real Properties or their use including any dispute or notice from any landlord.

(f)	There are no circumstances or issues which either currently or are likely in the future to restrict or limit the current use of or access to the Real Properties.

(g)	Other than as set forth in Schedule 4.12(g) of the Disclosure Schedule, the Real Properties are free from any Liens as security for indebtedness and there is no agreement or commitment to create any Liens and no claim has been made by any person to be entitled to any such Liens.

(h)

Complete and accurate copies of all relevant title deeds and documents and agreements in relation to the Real Properties are contained in Folder #6.4 of the Data Room and a member of the Company Group has under its control all the title deeds and documents necessary to prove its title to the Real Properties.

(i)	To the Sellers’ Knowledge, there are no reasons to expect that material expenditure will be incurred in respect of the Real Properties (including material repairs/dilapidations costs and service charges).

(j)

Each lease or occupation agreement relating to the Real Properties is valid and binding and has not been terminated. All covenants, conditions and agreements contained in any lease of any Real Properties, on the part of the landlord and the tenant, have been complied with, in all material respects, and, to Seller’s Knowledge, no notice of breach of any of the tenant’s obligations under any such lease has been received from the landlord by any member of the Company Group and there has been no refusal to accept rent, nor are there any circumstances rendering any of the foregoing likely.

(k)	None of the leases or occupation agreements relating to the Real Properties can be terminated or amended upon a change in the direct or indirect ownership or control of a member of the Company Group.

(l)	To the Sellers’ Knowledge, there is no order, resolution or proposal for compulsory acquisition of any of the Real Properties by a government, local or other authority or statutory undertaker.

(m)	Other than as set forth in Schedule 4.12(m) of the Disclosure Schedule, no rent reviews and/or rent adjustments under any leases of the Real Properties are currently outstanding or in process.

(n)	To the Sellers’ Knowledge, there are no liabilities to maintain or pay for any public infrastructure (including roadways) in relation to or adjoining the Real Properties.

(o)	No insurance policy relating to defective title, contamination, lack of access or restrictive covenant indemnity is or has been in force in respect of any of the Real Properties.

(p)

To the Sellers’ Knowledge, the Real Properties have the benefit of all material rights necessary for the continued use, enjoyment and maintenance of the Real Properties by each member of the Company Group for the purpose of its existing business carried on at or from the Real Properties, including all necessary access rights, use of infrastructure and utilities.

(q)	Other than as set forth in Schedule 4.12(q) of the Disclosure Schedule, no member of the Company Group is party to any agreement for the sale, lease, option, grant of security or other rights (or discharge of any rights) in respect of any land or buildings other than the Real Properties.

(r)

The Real Properties and their uses comply, in all material respects, with all relevant Planning Legislation and planning/zoning conditions and no written notice has been issued or received alleging any breach of any Planning Legislation or planning/zoning conditions. For the purposes of this Section 4.12(q), “Planning Legislation” means all legislation, by laws and regulations or equivalent to control or regulate the zoning, construction, demolition, development, alteration or use of land and buildings and any orders, regulations, consents or permissions made or granted under any of the same.

4.13

Finance Arrangements


(a)	The name and address of each bank with which each Group Company maintains a bank account together with complete and the account name and number are set out in Schedule 4.13 of the Disclosure Schedule.

4.14

Litigation.

(a)

Except as set forth in Schedule 4.13 of the Disclosure Schedule, there are no, and during the last seven (7) years there have been no, Proceedings or investigations pending, nor, to the Sellers’ Knowledge, threatened, against or affecting the Company or any of its Subsidiaries or their respective properties before any court, arbitrator or Governmental Authority. Neither the Company, its Subsidiaries nor, to the Sellers’ Knowledge, any of its officers, directors or employees (in their capacity as officers, directors or employees), is or was (during the last seven (7) years) a party or subject to the provisions of any Order of any court or government agency or instrumentality. Except as set forth in Schedule 4.13 of the Disclosure Schedule, there is no Proceeding initiated by the Company or any of its Subsidiaries currently pending or which the Company or any of its Subsidiaries currently intends to initiate. To the Sellers’ Knowledge, no event has occurred or circumstance exists which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any material Proceeding by or against the Company or any of its Subsidiaries.

4.15

Material Contracts.


(a)	Schedule 4.10(g) of the Disclosure Schedule sets forth an accurate and complete list as of the date hereof of the following Contracts (each a “Material Contract”, and collectively the “Material Contracts”) to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets are bound:


	(i)	any such Contract pursuant to which the Company or any of its Subsidiaries has received or paid more than $200,000 in the fiscal year ended December 31, 2023 and that (A) cannot be cancelled by the Company or any of its Subsidiaries without penalty upon no more than ninety (90) days’ notice and (B) are not sales orders or purchase orders issued in the ordinary course of business;

(ii)

any such Contract that materially limits or purports to materially limit the ability of the Company or any of its Subsidiaries to compete in any line of business, grants exclusivity rights, rights of first refusal, rights of first offer or similar rights to the counterparty thereto or provides for “most favored nations” terms or establishes an exclusive, priority or minimum sale or purchase obligation that restricts the Company or its Subsidiaries;

(iii)

any such Contract relating to any future capital expenditures by the Company or any of its Subsidiaries in excess of $200,000;

(iv)

any such Contract relating to the creation, incurrence, assumption or guarantee of any Indebtedness in excess of $200,000;

(v)

any such Contract that relates to the disposition by the Company or any of its Subsidiaries of any material asset of such Person, in each case other than dispositions in the ordinary course of business;

(vi)

any such Contract involving any resolution or settlement of any actual or threatened Proceeding and involving any outstanding payment obligations or containing any restrictions on the operations of the Company or its Subsidiaries, other than restrictions with respect to confidentiality, release or non-disparagement;

(vii)

any IP Contract material to the operation of the business of the Company or any of its Subsidiaries; and

(viii)

any ICT Contract that is material to the business of the Company or any of its Subsidiaries.

(b)

The Company has made available, where permissible, to the Purchaser copies of each Material Contract that are correct and complete in all material respects (subject to any redaction information contained therein as required in accordance with the terms, or rules of the counter party, of such Material Contract) and where not permissible to provide copies to the Purchaser, has made the copies of the Material Contract available for Purchaser’s counsel’s review. As of the date hereof, each Material Contract is in full force and effect and is a valid and binding agreement of the Company or any of its Subsidiaries, enforceable against the Company or any of its Subsidiaries, as applicable, in accordance with its terms. As of the date hereof, neither the Company nor any of its Subsidiaries, or to the Sellers’ Knowledge, any other party to any Material Contract is in material breach of, or material default under, any Material Contract. No event has occurred or circumstance exists which, with or without notice or lapse of time or both, would constitute a breach or default, in any material respect, by the Company or its Subsidiaries or, to the Sellers’ Knowledge, any other party thereunder, or would permit termination, modification or acceleration of (or under the terms of), any Material Contract. During the past four (4) years, neither the Company nor its Subsidiaries has received or given written notice that any party to a Material Contract is in breach or default under any Material Contract or intends to cancel, not renew or terminate such Material Contract.

4.16

Intellectual Property.


(a)	The Company and its Subsidiaries (as applicable) are the sole and exclusive, unrestricted legal and beneficial owners of the Group Owned IP, in each case free and clear of all Liens and other adverse claims.

(b)

The Company or any of its Subsidiaries is the registered proprietor of, or applicant in respect of, each item of the Group Registered IP, and is registered with the relevant registry as the registrant of each Group Domain Name. The Company or its Subsidiaries have paid all application, maintenance, renewal and other official fees in respect of each item of Group Registered IP and each Group Domain Name in full and on time (except if intentionally abandoned). Except as set forth in Schedule 4.16(b), no act is required within one hundred and twenty (120) days of the Closing Date the omission of which would jeopardize the prosecution, registration, granting, issuance, maintenance or renewal of any Group Registered IP or any Group Domain Name. All Group Registered IP is subsisting, valid and enforceable.

(c)

Schedule 4.16(c) of the Disclosure Schedule sets forth complete, true and correct lists of: (i) all Group Registered IP, specifying for each item (1) the relevant owner, (2) the jurisdiction of registration, grant or issuance or in which an application for registration, grant or issuance has been filed, (3) the registration, grant or issuance number (if applicable) and the application number, and (4) the registration, grant or issuance date (if applicable) and the filing/application date; (ii) all Group Domain Names, specifying for each Domain Name (1) the relevant owner and (2) the renewal fee due date; and (iii) all Group Owned Software (by name and version number).

(d)

Each of the Company and its Subsidiaries owns (solely and exclusively), or has the right to use, and, to the extent that each of them does any of the following, to develop, make, have made, offer for sale, sell, import, copy, modify, create derivative works of, distribute, exclusively and non-exclusively license, and dispose of, all of the Group IP. The Group IP constitutes all the Intellectual Property necessary to conduct the business of the Company and its Subsidiaries as of the Closing Date and thereafter, in the manner in which it is presently conducted.

(e)

Expect as set forth in Schedule 4.16(e) of the Disclosure Schedule, each of the Company and its Subsidiaries has secured from all of its current and former consultants, employees and contractors who independently or jointly contributed to the conception, reduction to practice, creation or development of any Group Owned IP unencumbered and unrestricted exclusive ownership of all such Person’s Intellectual Property in such contribution that the Company or the applicable Subsidiary does not already own by operation of law, and such Person has not retained any rights or licenses with respect thereto. Without limiting the foregoing, the Company and the applicable Subsidiary has obtained proprietary information and invention disclosure and assignment agreements substantially in the form provided to the Purchaser from all current and former employees, consultants and contractors of the Company or any of its Subsidiaries, waiving all moral rights (to the extent applicable), and waiving any right or interest in and to any royalty or other remuneration provided by local custom, administrative regulation, governmental statute or otherwise (including under Section 134 of the Israeli Patent Law, 1967 and any other Applicable Legal Requirement). No current or former employee, consultant or contractor of the Company or any of its Subsidiaries has made or threatened to make any claim relating to any rights that they have or may have in or in connection with (i) any Group Owned IP or (ii) any inventions made by any of them in the course of their employment or retention by, relationship with, or service to, the Company or any of its Subsidiaries, and, to the Sellers’ Knowledge, there are no such rights and no grounds for any such claim.

(f)

To the Sellers’ Knowledge, no current or former employee, consultant or independent contractor of the Company or any of its Subsidiaries (i) is in violation of any term or covenant of any Contract relating to employment, invention disclosure (including patent disclosure), invention assignment, non-disclosure or any other Contract with any other Person by virtue of such employee’s, consultant’s or independent contractor’s being employed by, or performing services for, the Company or any of its Subsidiaries or using know-how, trade secrets or proprietary information of others without permission; or (ii) has developed any technology, Software or other copyrightable, patentable or otherwise proprietary work for the Company or any of its Subsidiaries that is subject to any Contract under which such employee, consultant or independent contractor has assigned or otherwise granted to any Person any rights (including Intellectual Property) in or to such technology, Software or other copyrightable, patentable or otherwise proprietary work.

(g)

No Group Owned Software incorporates, or is derived or developed from, combined with, linked to, otherwise based on, or distributed with, and the Company and its Subsidiaries have not used and are not using, any Open Source Software in a manner that entails, could entail or purports to entail (including as a requirement for or condition of use, modification, distribution or making available of, the relevant Open Source Software): (i) an obligation (1) to disclose, distribute, deliver, license, or make available the source code for any Group Owned Software (or any material part thereof) to any Person or (2) to redistribute any Group Owned Software (or any material part of it) at no charge; or (ii) any other limitation, restriction or condition on the right or ability of the Company or any of its Subsidiaries to use, exploit, distribute or make available any group Owned Software (or any material part thereof).

(h)

Expect as set forth in Schedule 4.16(h) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the Sellers’ Knowledge, any Person acting on behalf of the Company or any of its Subsidiaries, has disclosed or delivered, or permitted the disclosure or delivery of, any Group Owned Software Source Code to any escrow agent or other Person, except in the ordinary course of business to any Person involved in the development of Software for the Company or any of its Subsidiaries for the sole purpose of such development pursuant to a valid and enforceable written agreement prohibiting use or disclosure. Neither the Company nor any of its Subsidiaries is a party to any Contract pursuant to which the Company or any of its Subsidiaries may be required to deposit, with an escrow agent or other party, any Group Owned Software Source Code.

(i)

To the Sellers’ Knowledge, no Action is pending or has been threatened in writing, alleging that (i) the operation of the business of the Company Group has Infringed or, in the manner and to the extent currently conducted, is Infringing any Intellectual Property of any Person; or (ii) contests or challenges (1) the validity, enforceability or ownership of any Group Owned IP; or (2) the right of the Company or any of its Subsidiaries to use, exploit, license or sub-license any Group Owned IP or the subject matter of any Group Owned IP To the Sellers’ Knowledge, no circumstances exist which are likely to give rise to any such Action.

(j)

No Infringement or similar Action is, to the Sellers’ Knowledge, pending or threatened against any Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any of its Subsidiaries with respect to any such Action, and neither the Company nor any of its Subsidiaries has received written notice or, to the Sellers’ Knowledge, any other communication requesting, claiming, or demanding any of the foregoing with respect to any such Action.

(k)

Neither the Company nor any of its Subsidiaries has notified any Person, or issued any legal or administrative proceeding, in each case directly or through another Person, alleging that any Person is Infringing any Group Owned IP. To the Sellers’ Knowledge, no third party is Infringing any Group Owned IP in any material respect.

(l)

No (i) government funding, (ii) facilities of a university, college, other educational institution or research center, or (iii) funding from any Person was used in the development of any Group Owned IP. There exists no governmental prohibition or restriction on the use, sale, license, assignment, lease, transfer or securitization of any Group Owned IP in any jurisdiction in which the Company or any of its Subsidiaries currently conducts or has conducted business or on the export or import of any such Group Owned IP from or to any such jurisdiction. No current or former employee, consultant or contractor of the Company or of any of its Subsidiaries, who was involved in, or who contributed to, the creation or development of any Company Owned IP which were assigned to any customer of the Company or any of its Subsidiaries (in accordance with the Contract between the Company or the relevant Subsidiary and such customer), has performed services for any government, military, university, college or other educational institution or research center during a period of time during which such employee, consultant or contractor was also performing services for the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have ever applied for or received any grants, incentives (including tax incentives) and subsidy programs from any Governmental Authority, including without limitation from the National Authority for Technological Innovation (previously known as the Office of Chief Scientist of Israel’s Ministry of Economy and Industry).

(m)

Expect as set forth in Schedule 4.16(m) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is, or has ever been, a member or promoter of, or a contributor to, any industry standards body, consortium, or open source organization or any similar organization that requires or obligates the Company or any of its Subsidiaries, to grant or offer to any other Person any licence or right under or to any Group Owned IP or covenant not to sue another Person based upon any group Owned IP.

(n)

The Company and all Subsidiaries have at all times taken, and are taking, all steps that are reasonably required to protect and maintain the secrecy and confidentiality of all confidential information, know-how and trade secrets owned or held by the Company or any of its Subsidiaries, including by requiring each current and former employee of the Company or any of its Subsidiaries and each current or former consultant, contractor and other Person with access to any such confidential information, know-how or trade secret to execute a binding confidentiality agreement, and has not disclosed any of its confidential information, know-how and trade secrets to any Person except under written terms that provide full protection for such confidential information, know-how or trade secrets.

(o)

Expect as set forth in Schedule 4.16(o) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the Sellers’ Knowledge, any other Person has granted or is obliged to grant an exclusive licence or other exclusive right or permission to use, exploit, license, or sub-license with respect to any Group Owned IP.

(p)

Neither the execution, delivery, or performance of this Agreement nor any related document nor the consummation of the transaction contemplated by this Agreement or any transaction contemplated by any of the related document will cause the loss of any Group Owned IP or result in a breach, default, suspension, cancellation, termination or variation of, or give rise of any other party to suspend, cancel, terminate or vary, any IP Contract that is material to the business of the Company or any of its Subsidiaries.

4.17

Information Technology.


(a)	The ICT Systems are owned by the Company or its Subsidiaries or are validly licensed, leased or supplied under any ICT Contracts to the Company or its Subsidiaries.

(b)	Each of the Company and its Subsidiaries has and will have after the Closing Date, full and unrestricted access to, and use of, all ICT Systems and all ICT Data.

(c)

The ICT Systems are in full working order and are functioning properly, are sufficient and fit for the purposes of carrying on the business of the Company and its Subsidiaries, have been and are being properly and regularly maintained and replaced, have sufficient scalability, capacity, functionality and performance to meet the present and the reasonably projected requirements of the respective business of the Company and its Subsidiaries, and to the Sellers’ Knowledge, are in all material respects, free from defects in design, material and workmanship.

(d)

In the past four (4) years, to the Sellers’ Knowledge, there have been no security breaches, breakdowns, malfunctions, failures, disruptions, impairments or other defects in any of the ICT Systems that has had any material adverse effect on the business of the Company or any of its Subsidiaries or any of their customers or clients, and no Person has gained unauthorised access to any of the ICT Systems or any ICT Data, and no ICT Data have been lost, damaged or corrupted or have been accessed, deleted, copied, used or modified without authorisation, in each case above, in a manner that would have a material adverse effect on the business of the Company or any of its Subsidiaries or any of their customers or clients.

(e)	To the Sellers’ Knowledge, all ICT Systems Assets do not contain any Harmful Code.

(f)

The Company and its Subsidiaries have taken commercially steps necessary, including operating appropriate data storage and disaster recovery plans, to ensure that, in the event of a security breach, breakdown, malfunction, failure, disruption, impairment or other defect of any of the ICT Systems (whether due to natural disaster, power failure or otherwise), all material ICT Data is recoverable and available at any time and the business of the Company and its Subsidiaries can continue to be conducted in the normal course without material disruption or interruption and within a commercially reasonable period of time.

4.18

Employees.

(a)

Except as set forth in Schedule 4.18, No employees of the Company or its Subsidiaries are or ever been represented by any labor union or other Employee Representatives or covered by any Collective Bargaining Agreement, other than collective agreements (Heskemim Kibutziyim) and extension orders (Tzavei Harchava) applicable to the majority of employees in Israel, and there are no pending or threatened and, during the past four (4) years have been no, material organizational activities, Employee Representatives’ elections or campaigns or demands for recognition or certification by Employee Representatives seeking to represent employees of the Company or its Subsidiaries. As of the date hereof, there is no pending, or to the Sellers’ Knowledge, threatened, nor has there been for the past four (4) years, any labor dispute, strike, slowdown, industrial action, stoppage of work or lockout other than those which have not had, individually or in the aggregate, in a material liability to the Company or its Subsidiaries or a material disruption to the operations of the Company or its Subsidiaries.

(b)

All amounts that the Company or its Subsidiaries are legally or contractually required either (i) to deduct from the employees’ salaries and/or to transfer to the employees’ pension, pension fund, pension insurance fund, education fund, managers’ insurance, severance fund, insurance and other funds for or in lieu of severance or provident fund, life insurance, incapacity insurance, continuing education fund or other similar funds or insurance; or (ii) to withhold from the current employees’ salaries and benefits and to pay to any government entity have, in each case, been duly deducted, transferred, withheld and paid. The Company’s liability towards its employees regarding severance pay, accrued vacation and contributions to all Employee Benefit Plans are fully funded or if not required by any source to be funded are accrued on the Financial Statements, except as would not have a Material Adverse Effect.

(c)

The Company and its Subsidiaries are, and during the past four (4) years were, in compliance in all material respects with all applicable legal requirements and contracts relating to employment, employment practices, occupational safety and health, affirmative action, wages, overtime, benefits, illness payments, bonuses and other compensation matters and terms and conditions of employment related to the current employees.

(d)

The Company and its Subsidiaries have not received notice of complaints, charges or claims and, to the Sellers’ Knowledge, no such complaints, charges, investigation of any kind or claims are threatened based on, arising out of, in connection with or otherwise relating to the employment or engagement or termination of employment or engagement or failure to employ or engage by the Company or its Subsidiaries, of any individual. There are no controversies pending or, to the Sellers’ Knowledge, threatened, between the Company, or any of its Subsidiaries and any of their current or former employees or contractors, which controversies have or would reasonably be expected to result in a legal proceeding before.

(e)

All past and present employees of the Company and its Subsidiaries have executed the Company’s employment agreement (or notification regarding employment terms, according to applicable law), and restrictive covenants’ agreement substantially in the standard form of the Company or its Subsidiaries as in effect from time to time and made available to Purchaser. No current or former permanent employee or contractor of the Company or any if its Subsidiaries is or has been engaged by the Company or its Subsidiaries without a written contract or did not execute an agreement concerning intellectual property, confidentiality and non-compete.

(f)

Schedule 4.18(f) of the Disclosure Schedule is a true, correct and complete list of all employees of the Company and its Subsidiaries, including each employee’s name and title, work location, employing entity, date of hire or engagement, actual scope of employment (e.g., full or part-time or temporary), overtime classification (e.g., exempt or non-exempt), prior notice entitlement, salary and any other compensation and benefits, payable, maintained or contributed to or with respect to which any potential liability is borne by the Company or its Subsidiaries (whether now or in the future) to each of the listed employees and including but not limited to the following entitlements: bonus (including type of bonus, calculation method and amounts received in 2023-2024), deferred compensation, commissions (including calculation method and amounts received in 2023-2024) global overtime payment, status (hourly or salary), vacation entitlement and accrued vacation, travel entitlement (e.g. travel pay, car, leased car arrangement and car maintenance payments), sick leave entitlement and accrual, other incentive payments, recuperation pay entitlement and accrual, pension arrangement or any other provident fund (including managers’ insurance, pension fund and further education fund), their respective contribution rates and the salary basis for such contributions, whether such employee, is subject to Section 14 Arrangement under the Israeli Severance Pay Law - 1963 (“Section 14 Arrangement”) (and, to the extent such employee is subject to the Section 14 Arrangement, an indication of whether such arrangement has been applied to such person from the commencement date of his employment and on the basis of his entire salary), whether the employee is on leave (and if so, the category of leave, the date on which such leave commenced and the date of expected return to work). Other than their salaries, the employees of the Company are not entitled to any material payment or benefit that may be reclassified as part of their determining salary for any purpose, including for calculating any social contributions. The Company has not made any promises or commitments, whether in writing or not, to any of its employees or former employees in writing, with respect to any future changes or additions to their compensation or benefits, as listed in ‎Schedule 4.15(f) of the Disclosure Schedule. Details of any Person (above USD75,000 per year) who has accepted an offer of employment made by the Company or its Subsidiaries but whose employment has not yet started and any employee who was provided with or who received a notice of termination of his or her employment in the last twelve (12) months prior to the signing date of this Agreement are contained in Schedule 4.15(f) of the Disclosure Schedule.

(g)

Set forth in Schedule 4.15(g) of the Disclosure Schedule is a true and complete list of all present independent contractors and consultants engaged for over 20 hours per month (“Contractors”) to the Company and its Subsidiaries, and includes each Contractor’s name, date of commencement, notice period and rate of all regular compensation and benefits, bonus or any other compensation payable. No promises or commitments made to any of the Company Contractors, whether in writing or not, with respect to any future changes or additions to their compensation or benefits listed in Schedule 4.15(g) of the Disclosure Schedule. Except as set forth in Schedule 4.15(g) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any misclassification of any employee for any other purpose. All current and former Contractors have received all rights to which they are and were entitled according to any applicable legal requirements or contract with the Company. Neither the Company nor any of its Subsidiaries is engaged with any personnel through manpower agencies.

(h)

To the Sellers’ Knowledge, no current employee or Contractor is in violation of any term of any employment contract, invention assignment agreement, patent disclosure agreement, non-competition agreement, non-solicitation agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or its Subsidiaries because of the nature of the business of the Company Group or to the use of trade secrets or proprietary information of others.

4.19

Employee Benefit Plans.


(a)	Set forth in Schedule 4.19(a) of the Disclosure Schedule is an accurate and complete list of each material Employee Benefit Plan maintained by the Company and/or its Subsidiaries, other than offer letters or employment agreements for “at-will” employment that do not provide severance.

(b)

Each Employee Benefit Plan is in all material respects in compliance with all applicable Laws and has been administered and operated in all respects in accordance with its terms, except for any failure to so comply, administer or operate that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)

Each Employee Benefit Plan that is capable of being formally approved or qualified by, or registered with, the appropriate taxation, social security, supervisory, fiscal or other applicable governmental authority in the relevant jurisdiction, in order to obtain tax approved, favoured or qualified status in such jurisdiction, has been so approved, qualified or registered and no act or omission has occurred which may cause such approved, qualified or registered status to be withdrawn.

(d)

Except as set forth in Schedule 4.19(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise), will (i) entitle any employee (or any group of employees) to any extraordinary payment under any Employee Benefit Plan; (ii) increase the amount of compensation or benefits due to any employee under any Employee Benefit Plan; (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit to any employee; or (iv) result in any parachute payment (whether or not such payment is considered to be reasonable compensation for services rendered) paid to any employee under any Employee Benefit Plan.

(e)	No claim, action, litigation, examination, investigation or Proceeding has been made, commenced or, to the Sellers’ Knowledge, threatened, with respect to any Employee Benefit Plan.

4.20

Obligations to Related Parties.

(a)

No shareholder, officer or director of the Company Group, or to the Sellers’ Knowledge, any individual of such Person’s immediate family, or any entity in which any of such Persons owns any controlling interest, has any material agreement with any member of the Company Group (other than employment and equity arrangements) or has any material interest in any property used by any of the members of the Company Group.

(b)	Except as set forth in Schedule 4.20 of the Disclosure Schedule, no indebtedness (actual or contingent) and no contract or arrangement is outstanding between any Group Company and any member the Seller Related Parties’.

4.21

Environmental Matters.


(a)	With respect to the operations of the Company Group, the Company Group is, as of the date hereof, in compliance in all material respects with all applicable Environmental Laws and, to the Sellers’ Knowledge, there are no facts or circumstances that may reasonably lead to any breach of, liability under or impact arising by, for or on the Company Group under or due to any Environmental Laws.

(b)

Except as set forth in Schedule 4.21(b) of the Disclosure Schedule, the Company Group has obtained, holds and has in the past five (5) years complied with all applicable Environmental Permits. All Environmental Permits are in full force and effect, and, to the Sellers’ Knowledge, there are no facts or circumstances that may reasonably lead to the revocation, suspension, termination, variation or non-renewal of, or the inability to transfer, any Environmental Permit, or which would prevent compliance with any Environmental Permit. There are no conditions in any Environmental Permit and no facts or circumstances in relation to any Environmental Permit which are likely to require any material expenditure in relation to compliance.

(c)

As of the date hereof, there is no Proceeding or any other claim pursuant to Environmental Law pending or, to the Sellers’ Knowledge, threatened against the Company or any of its Subsidiaries and during the past four (4) years, there have not been any such Proceedings or claims to which the Company or any of its Subsidiaries was a party.

(d)

No member of the Company Group has received any written notice of noncompliance relating to any property owned, operated or leased by the Company Group or its past or present operations with Environmental Laws, or of a release of Hazardous Materials resulting from their operation of their business, in each case that has resulted in or would reasonably be expected to result in a liability under Environmental Laws.

(e)

To the Sellers’ Knowledge, there have not been in the past four (4) years, and are not now any Hazardous Materials on, at, in, under, or migrating to or from, any property owned, operated or leased by the Company Group that could reasonably be expected to result in liability under Environmental Law.

(f)

Except as set forth in Schedule 4.21(f) of the Disclosure Schedule, there are, and have been in the past five (5) years, no landfills, underground storage tanks or uncontained or unlined storage treatment or disposal areas for any Hazardous Materials (whether permitted by Environmental Laws or otherwise) present or carried out at, on or under any property owned, operated or leased by the Company Group, and so far as the Seller is aware no such operations are proposed.

(g)

The Seller has disclosed to Purchaser’s counsel full copies from the past four (4) years of the following material, if applicable: (a) all current Environmental Permits and communications with regulatory or enforcement authorities with regard to or in connection with Environmental Permits, (b) insurance policies covering matters relating to the Environment, and (g) copies of waste disposal contracts, as relating to the Company Group and dated within the last (3) three years.

4.22

Privacy and Data Security

(a)

Except as set forth in Schedule 4.22 of the Disclosure Schedule,to the Sellers’ Knowledge, each member of the Company Group, has at all times, during the past two (2) years, materially complied with applicable Privacy Laws. To the Sellers’ Knowledge, none of the members of the Company Group has received in the two (2) years prior to the date of this Agreement any written notice of any investigations or claims relating to, or been charged with, any violation of, any Privacy Laws.

(b)

To the Sellers’ Knowledge, during the past two (2) years, (i) there have been no material breaches, security incidents, misuse of, or unauthorized Processing of, access to, or disclosure of, any Personal Information in the possession, custody, or control of any member of the Company Group (each, a “Personal Information Breach”); and (ii) no member of the Company Group has provided or been legally required to provide any notices to any Person in connection with any Personal Information Breach.

4.23

Sanctions and Export Laws

(a)

None of the Company, its Subsidiaries, nor, to the Sellers’ Knowledge: (x) any shareholder of the Company, and, (y) any other Person acting for or on behalf of the Company, or on behalf of any of its Subsidiaries: (i) is a Sanctions Target, (ii) is, or has engaged in any activity or conduct that would reasonably result in designation as a Sanctioned Target, (iii) has conducted or engaged, nor conducts or engages, in any conduct, activities, sales, purchases, transactions, business, dealings or deliveries in or with or to or from any Sanctioned Country or with, or on behalf of, or for the benefit of any Sanctions Target; or (iv) is a person with whom transactions are otherwise prohibited under applicable International Trade Laws.

(b)

The Company, its Subsidiaries, and, to the Sellers’ Knowledge, (i) any shareholder of the Company, and (ii) any other Person acting for or on behalf of the Company, or on behalf of any of its Subsidiaries are not now, and have not been, the subject of any actual or, to the Sellers’ Knowledge, asserted or threatened charge, Proceeding, investigation, administrative enforcement, civil or criminal penalty or inquiry with respect to potential or actual violations of any International Trade Laws.

(c)

The Company, its Subsidiaries, and to the Sellers’ Knowledge, (i) any shareholder of the Company, and (ii) any other Person acting for or on behalf of the Company, or on behalf of any of its Subsidiaries have not made any disclosure (voluntary or involuntary) related to any violations of International Trade Laws to any Governmental Authority or Sanctions Authority.

(d)

The Company and each of its Subsidiaries have conducted in the past four (4) years their export and other transactions in compliance in all material respects with the Specified Business Conduct Laws or other applicable laws related to or governing export, import and other trade compliance requirements.

(e)

Neither the Company nor any Subsidiary thereof has exported, re-exported or transferred any goods, software, technology, software source code or services, to any country/territory or person, or for any end use, for which the United States Government, the Israeli Government or any other Governmental Authority requires an export license or any other governmental authorization, without first obtaining the export license or the applicable governmental authorization, in each case, to the extent that such requirements apply to the Company or a Subsidiary thereof under applicable law.

(f)

Without limiting the foregoing, in the past four (4) years, all exports and imports by the Company have been made, in all material respects, in compliance with Applicable Legal Requirements and any commitments under the applicable Contracts. The Company and each of its Subsidiaries has, in the past four (4) years, obtained all Permits, export and import licenses, certificates, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, licensing agreements, declarations and filings with or from any Governmental Authority or Sanctions Authority required (A) for the provision, marketing, export, import, re-export, transfer, making available, supply or delivery of any services, goods, software, software source code, or technology; (B) to comply with any applicable Contracts; and (C) the lawful conduct of the Business and to own, lease or operate any properties and assets used in the conduct of the Business by the Company and each of its Subsidiaries (collectively, “Material Permits”). For the avoidance of doubt, any authorizations or agreements issued or executed under the International Traffic in Arms Regulations (the “ITAR”), Export Administration Regulations (the “EAR”) or by the Israeli Ministry of Defense or the Israeli Ministry of Economy are included within the term Material Permits; (ii) the Company and each of its Subsidiaries is in compliance, in all material respects, with the terms of all applicable Material Permits and all such Material Permits are valid, current and in full force and effect, (iii) there are no pending Proceedings or, to the Sellers’ Knowledge, threatened claims against the Company or any of its Subsidiaries with respect to such Material Permits, (iv) to the Sellers’ Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Material Permits are required for the transfer of export licenses to Purchaser or the Company, except for such Material Permits that can be obtained without material cost and time delay.

(g)	The Company made full disclosure to the Purchaser of all material correspondence in the past four (4) years with any Governmental Authority or Sanctions Authority relating to the export control classification of its products, enforcement matters, or any other inquiries, requests or communications.

(h)

Except as set forth in Schedule 4.23(h) of the Disclosure Schedule, the Business does not involve the use or development production or transfer of, or engagement in, encryption items (including services, goods, software, technology, or software source code) whose development, commercialization, use, provision, transfer, import, export, or any other activity whatsoever is restricted under the Laws of the United States, State of Israel, European Union or its Member States or the United Kingdom and to conduct the Business, neither the Company nor any of its Subsidiaries is or has been under any obligation to obtain (1) any approvals from or submit any registrations to the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of State Directorate of Defense Trade Controls; or (2) any licenses from the Israeli Ministry of Defense or any authorized body thereof, including without limitation, pursuant to Section 2(a) of the Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended, or other legislation regulating the development, commercialization or export of technology.

(i)	The Company has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance with applicable International Trade Laws.

4.24

Corrupt Practices


(a)	None of the Company nor any of its Subsidiaries, or, to the Sellers’ Knowledge, Representative and any other Person acting for or on behalf of the Company, or on behalf of any of its Subsidiaries, has:


	(i)	breached or contravened, in any material respect, any Anti-Bribery Laws or any Anti-Money Laundering Laws;

(ii)

established or maintained, directly or indirectly any material fund or asset that has not been accurately recorded in the books and records of the Company or any of its Subsidiaries, as applicable; or

(iii)

been the subject of, or received written notice of, any Proceedings by any Governmental Authority related to potential, alleged or actual violations of any Anti-Bribery Laws or any Anti-Money Laundering Laws, and nor has the Company conducted or initiated an internal investigation or made a voluntary or other disclosure to a Governmental Authority relating to the same.

(b)

No governmental official and no close relative or family member of a governmental official (i) holds an ownership or other economic interest, direct in the Company or any of its Subsidiaries, (ii) serves as a representative of the Company or any of its Subsidiaries, or (iii) will receive any direct economic benefit from the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement.

(c)

To the Sellers’ Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s activities that may give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, Proceedings or other court actions under any applicable laws, including but not limited to any Anti-Bribery Laws or any Anti-Money Laundering Laws.

(d)

The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of any Anti-Bribery Laws or any Anti-Money Laundering Laws, and designed to prevent any violation of any Anti-Bribery Laws or any Anti-Money Laundering Laws by the Company, or by persons or entities associated with it.

4.25

Brokers or Finders.

Other than as listed on Schedule 4.21, no broker, finder, agent or similar intermediary has acted for or on behalf of the Sellers, the Company or its Subsidiaries in connection with this Agreement or the transactions contemplated hereby and thereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with the Company or its Subsidiaries.

4.26

Material Customers and Suppliers; Trading.

(a)

Schedule 4.26(a) of the Disclosure Schedule sets forth a true, correct and complete list of (i) the top 10 largest customers based on the Company’s accounting systems (the “Material Customers”) of the Company Group for the period starting on January 1, 2023, and ending on December 31, 2023, based on sales to such customers during such period. The Company has not received any written notice that any of the Material Customers have ceased or substantially reduced, or will cease or substantially reduce, use of products of the Company.

(b)

Schedule 4.26(b) of the Disclosure Schedule sets forth a true, correct and complete list of (i) the top 10 largest suppliers or service providers based on the Company’s accounting systems (the “Material Suppliers”) of the Company Group for the period starting on January 1, 2023 and ending on December 31, 2023, based on purchases from such supplier or service provider during such period. The Company has not received any written notice that there has been any material change in the price of the supplies or services provided by any Material Supplier, or that any Material Supplier will not sell supplies or services to the relevant member(s) of the Company Group at any time after the Closing Date on terms and conditions substantially similar to those used in its current sales to the relevant member(s) of the Company Group, subject to general and customary price increases.

(c)

The inventory (including work in progress) of each Group Company is in good condition and the amount of inventory (including work in progress) of each Group Company is appropriate and normal for such Group Company’s current level of business and none is obsolete, slow moving, unusable or unmarketable, except as reflected in applicable disclosures in Company’s financial statements.

(d)	No Group Company carries on business under any name other than its own corporate name.

4.27

Warranties.

Other than any ongoing warranty-related services provided in the ordinary court, se of businesshere are no pending material claims, or any claims threatened, against the Company or any of its Subsidiaries, and during the past five (5) years there have not been any such claims, to which the Company or any of its Subsidiaries was a party, for warranty, material back charge, rejection of deliverables, products or services, penalties and liquidated damages, material additional work, or other claims for damages against the Company or any of its Subsidiaries by any third party (whether based on Contract or tort and whether relating to personal injury, including death, property damage or economic loss) arising from the Company’s deliverables, products or services rendered, provided or delivered thereby. All Company’s deliverables, products or services rendered, provided or delivered have been in conformity in all material respects with all commitments under Contracts and all express and implied warranties made with respect thereto. No services or products provided by the Company or any of its Subsidiaries are subject to any guaranty, warranty, or other indemnity beyond the terms and conditions of sale that have been made available to Purchaser, and the Company is not responsible for the performance or conformity of any deliverables, products or services rendered, provided or delivered prior to the Closing, beyond the terms and conditions of sale that have been made available to Purchaser or as set forth in applicable law.

4.28

Insurance.

All insurance policies pertaining to the Business of the Company are listed on Schedule 4.28 and are in full force and effect on the date hereof and will remain in full force and effect at least until the Closing Date, and there has been no delay in payment of any due premiums due with respect thereto. Such insurance policies are appropriate for the nature of the Business of the Company, and such insurance policies satisfy, in all material respects, all requirements of Applicable Legal Requirements and the Company’s obligations under any Contract which requires insurance coverage. The Company has made available to Purchaser true, correct and complete copies of such insurance policies. Excluding insurance policies that have expired and been replaced in the ordinary course of business, no insurance policy has been cancelled or not renewed within the last four (4) years and no threat has been made to cancel or not renew any insurance policy of the Company or any of its Subsidiaries. The Company has made available to Purchaser: (i) a complete insurance claims history during the four (4) years ending on the Closing Date (including claims under former policies); and (ii) a list of all pending insurance claims (including such claims made under any former policies). None of the insurers under any such insurance policies has rejected the defense or coverage of any claim purported to be covered by such insurer or has reserved the right to reject the defense or coverage of any claim purported to be covered by such insurer. Other than as set forth in the claims history above, there are no known claims or circumstances that reasonably could be expected to give raise to a claim under any of the polices set forth in Schedule 4.28 or under former policies.

4.29

Representations and Warranties Complete.

The Company is not aware of any fact, condition or circumstance that may materially and adversely affect the assets, liabilities, business, prospects, condition or results of operations of the Company Group that has not been previously disclosed to Purchaser in writing. Neither this Agreement, any of the Schedules, any of the Exhibits hereto nor any documents or any certificate delivered by the Sellers or the Company to the Purchaser at the Closing Date pursuant to this Agreement contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading.

5.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Sellers, as of the date of this Agreement and (unless otherwise specified) as of the Closing Date, as follows:

5.1

Organization, Good Standing and Power.

The Purchaser is duly organized, validly existing and in good standing under the Laws of New Jersey, United States of America and has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

5.2

Authority; Execution and Delivery; Enforceability.

The Purchaser has full power and authority to, and has taken all corporate and other action necessary to, execute and deliver this Agreement and all other instruments and agreements to be delivered by the Purchaser, as the case may be, as contemplated hereby and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and all other instruments and agreements to be delivered by the Purchaser as contemplated hereby and the consummation by the Purchaser of the Acquisition and the other transactions contemplated hereby, and performance by the Purchaser hereunder, have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, or other, action, and no further action is required in connection therewith. The Purchaser has duly executed and delivered this Agreement, and will duly execute and deliver all other instruments and agreements to be executed and delivered by the Purchaser as contemplated hereby. This Agreement and all other instruments and agreements to be delivered by the Purchaser as contemplated hereby constitutes the Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by principles of equity regarding the availability of remedies (whether in a proceeding at law or in equity).

5.3

No Conflicts; Consents.

The execution and delivery by the Purchaser of this Agreement and all other instruments and agreements to be delivered by the Purchaser as contemplated hereby does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, and the compliance by the Purchaser with the terms hereof, and performance by the Purchaser hereunder and thereunder, will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, any provision of: (a) the governing documents of the Purchaser; (b) any judgment applicable to the Purchaser or its properties or assets; (c) any applicable Law, or (d) result in a breach under any agreement or instrument to which the Purchaser is a party, other than, in the case of clauses (b) through (d) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have an adverse effect on the Purchaser’s ability to consummate the Acquisition and the other transactions contemplated hereby. Except for the filing of such notices as may be required under applicable securities Laws and for the Relevant Antitrust/FDI Approvals, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by the Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition or the other transactions contemplated hereby.

5.4

Litigation.

There is no Proceeding, arbitration, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Governmental Authority or any arbitrator or arbitration panel, pending or, to the Purchaser’s Knowledge, threatened against the Purchaser which seeks to prevent or delay the consummation of the Acquisition and the other transactions contemplated hereby.

5.5

Investment Intent; Restricted Securities.

The Purchaser is acquiring the Purchased Shares solely for the Purchaser’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing the Purchased Shares or dividing its participation herein with others.

5.6

Brokers or Finders.

The Purchaser has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Purchaser, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any of the transactions contemplated hereby except those to be paid entirely by the Purchaser.

5.7

Adequacy of Funds.

At Closing, the Purchaser will have adequate financial resources to satisfy its monetary obligations under this Agreement and any of the transactions contemplated hereby including, without limitation, the obligation to pay the Purchase Price in accordance herewith. The Purchaser understands and acknowledges that under the terms of this Agreement, the Purchaser’s obligations are not in any way contingent upon or otherwise subject to the Purchaser’s consummation of any financing arrangements, Purchaser’s obtaining of any financing or the availability, grant, provision or extension of any financing to Purchaser.

5.8

Solvency.

To the Purchaser’s Knowledge, no insolvency proceedings of any kind have been filed against the Purchaser which seeks to, or could reasonably be expected to, to prevent or delay the consummation of the Acquisition and the other transactions contemplated hereby. The Purchaser is not insolvent or unable to pay its debts as and when they fall due.

5.9

Independent Investigation.

The Purchaser acknowledges that it has (i) conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and its Subsidiaries; (ii) been provided with and/or given reasonable access to material information and documents relating to the proposed transaction, including material books, records and contracts of the Company and has been provided with an opportunity to obtain any additional information concerning the Purchased Shares, the Company, its assets and its financial and technical matters and other relevant information, all as included in the Data Room; (iii) been provided with access to, and has received the information it considered necessary or appropriate for deciding whether to purchase the Purchased Shares; and (iv) consulted, to the extent deemed appropriate by the Purchaser, with its own advisors, as to the financial, tax and legal consequences and related matters in connection with the purchase of the Purchased Shares. In making its decision to execute and deliver this Agreement, and to consummate the Acquisition, the Purchaser has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers and/or the Company or any of their respective representatives (except the specific representations and warranties of the Sellers and/or the Company set forth in Section 3 and Section 4).

5.10

Absence of Certain Business Practices

(a)

The Purchaser and its directors, officers, employees, Affiliates and, to Purchaser’s Knowledge, any other Persons acting on their behalf, in connection with the operation of the business of the Purchaser, in each case are in material compliance with all applicable Specified Business Conduct Laws and are not knowingly engaged in any activity that would reasonably be expected to result in the Purchaser becoming the subject or target of any sanctions administered by the U.S. government, the State of Israel, the United Nations Security Council, His Majesty’s Treasury of the United Kingdom, or the European Union. For purposes of this subsection (a), a person shall be deemed to have “Knowledge” with respect to conduct, circumstances or results if such person is actually aware of the existence of such conduct, circumstances or results.

(b)

The Purchaser has not (i) received written notice of, or made a voluntary, mandatory or directed disclosure to any Governmental Authority relating to, any material actual or potential violation of any Specified Business Conduct Law; or (ii) been a party to or the subject of any pending or, to its Knowledge, threatened in writing, Proceeding or investigation by or before any Governmental Authority related to any material actual or potential violation of any Specified Business Conduct Law. The Purchaser, and to Purchaser’s Knowledge, any of its officers, employees, or agents is not the subject or target of any sanctions or the target of restrictive export controls administered by the U.S. government, the State of Israel, the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom, or the European Union.

(c)

The Purchaser has not been convicted of any criminal offence and has not violated the Defense Export Law, the regulations enacted thereunder or any license or permit issued thereunder, and there is no impediment for the Purchaser to act as a “controlling shareholder” of a holder of a license issued under the Defense Export Law.

6.	COVENANTS


	6.1	Conduct of Business.

(a)

Except as expressly required by the terms of this Agreement, applicable law or as otherwise consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement and until the earlier of the Closing or the termination of this Agreement pursuant to Section 8, the Company shall, and shall cause its Subsidiaries to, conduct and operate the business of the Company (including its working capital and cash management practices) in the usual, regular and ordinary course of business in substantially the same manner as previously conducted and consistent with past practice. The Company shall, and shall cause its Subsidiaries to, (i) pay all of its debts and Taxes when due, subject to good faith disputes with the relevant Tax Authority over such debts or Taxes, (ii) pay or perform its other obligations when due, (iii) use commercially reasonable efforts consistent with past practices and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practices, (iv) sell products or services consistent with past practices as to license, service and maintenance terms, incentive programs, and in accordance with IFRS requirements as to revenue recognition and (v) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it.

(b)

In addition (and without limiting the generality of the foregoing), subject to applicable Law, other than as set forth in Schedule4.9(c) of the Disclosure Schedule, the Company shall not do, and shall cause its Subsidiaries not to do (references to the Company in this Section shall be considered references to each member of the Company Group), (or suffer to exist) any of the following between the date hereof and the Closing Date or the termination of this Agreement pursuant to Section 8 without the prior written consent of the Purchaser (which, in respect of sub-Sections (ix), (x), (xi) and (xxvii) only, consent shall not be unreasonably withheld, conditioned or delayed):


	(i)	amend or otherwise modify in any respect the Articles of Association, bylaws or similar organizational document of the Company;

(ii)

either: (A) issue, sell, pledge, grant, transfer or otherwise dispose of (or authorize the issuance, sale, pledge, grant, transfer or other disposition); or (B) create, permit, allow or suffer to exist any Lien in respect of: (I) any shares or other ownership or voting interest in, the Company or any other securities convertible into or exchangeable or exercisable for any shares of the Company (or derivative securities thereof), other than the issuance of shares upon the exercise of any options, warrants or other rights of any kind to acquire any shares of the Company which were granted prior to the date hereof; or (II) any options, warrants or other rights of any kind to acquire any shares of the Company, or any other ownership or voting interest (including any phantom interest), of the Company;

(iii)

sell, transfer, lease, license or otherwise dispose of (A) any real or personal property or other assets of the Company, other than in the ordinary course of business; or (B) any Company Intellectual Property, other than granting non-exclusive licenses to use the Company Intellectual Property in the ordinary course of business;

(iv)

create any Lien or redeem or release any Lien or give any guarantees or indemnities, other than in the ordinary course of business;

(v)

make any payment or transfer any assets to, or enter into any contract with, the Sellers or any Affiliate of the Sellers (other than contracts entered into in the ordinary course of business with portfolio companies on an arm’s length basis and terms consistent with past practice);

(vi)

declare, make or pay any dividend or other distribution.

(vii)

make any change with respect to the Company’s accounting practices, policies, principles, methods or procedures, including revenue recognition policies, other than as required by IFRS;

(viii)

discontinue or cease to operate all or any part of its business;

(ix)

prior to January 1, 2025, make any variation to the terms and conditions of employment of any employee earning ($25,000) per annum or more;

(x)

following January 1, 2025, make any variation to the terms and conditions of employment of any employee earning ($100,000) per annum or more other than salary increases in the usual course and at normal market rates;

(xi)

appoint, employ or offer to appoint or employ any person at a rate of remuneration per annum in excess of ($150,000) individually or which together with all other such appointments or offers made between the date of this Agreement and Closing increases expenditure by ($500,000) in aggregate;

(xii)

dismiss any key employees or, directly or indirectly, induce or attempt to induce any key employee to terminate his employment;

(xiii)

other than in the ordinary course of business, make any large scale redundancies of the Company Group’s employees;

(xiv)

borrow money or incur any indebtedness, excluding for the avoidance of doubt utilisation in the ordinary course of business of the Company Group’ existing loan facilities which are being repaid at Closing pursuant to this Agreement;

(xv)

grant any loan, advance or capital contribution to any other person other than in the ordinary course of the business and consistent with past practice;

(xvi)

reduce its share capital or purchase or redeem its own shares;

(xvii)

fail to take any action to maintain in force any of its insurance policies or do anything to make any policy of insurance void or voidable or reduce the level of insurance cover provided;

(xviii)

make any change to the accounting procedures, policies or treatment by reference to which its accounts or other financial statements are prepared (or request a tax authority to make such changes);

(xix)

change its residence for Tax purposes and/or establish a taxable presence outside its jurisdiction of incorporation, except with respect to the establishment of Company’s subsidiary in Germany (Enercon Technologies Europe GmbH);

(xx)

change its financial year end date;

(xxi)

submit any Tax return which is inconsistent with past practice or incurring any liability for Tax other than in the ordinary and usual course of business;

(xxii)

take any steps or other action (including making any admission to a taxing authority) which could materially increase any liability to Tax and/or could result in any liability to Tax arising (or being deemed to arise) after Closing rather before Closing, except as disclosed in Schedule 4.10(a), (b), (d), (e), (f), (i), (j), (l), (q), (u), (v), (x) and (z) of the Disclosure Schedule;

(xxiii)

file, make, or change any Tax election with respect to the Company and any of its Subsidiaries with effect to any Pre-Closing Tax Period;

(xxiv)

whether by merger, consolidation, reorganization, acquisition of stock or assets, license or otherwise, in a single transaction or a series of related transactions, acquire any interest in any Person or any division thereof, or enter into any contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing;

(xxv)

apply for, negotiate or receive any grant, subsidy incentive from any Governmental Authority;

(xxvi)

take any action, or fail to take any action, which such action (or failure thereof, as applicable) would reasonably be expected to lead to the termination, revocation, cancellation, limitation or any material change of any Permit, license or authorization of the Company, including without limitation, any export license;

(xxvii)

materially amend, modify, terminate, cancel or request any material modification or amendment to, or agree to any of the foregoing in respect of any Material Contract, or enter into any contract that would, if entered into as of the date hereof, be a Material Contract (other than non‑exclusive licenses permitted under Section 6.1(b)(iii)(B)), other than entering into customer contracts in the ordinary course of business; or

(xxviii)

enter into any contract or commit or agree (whether or not such contract, commitment or agreement is legally binding) to do any of the foregoing.

(c)	The Company shall promptly advise the Purchaser in writing upon learning of the occurrence of any matter or event that is in violation of Section 6.1(a).

(d)

Notwithstanding anything to the contrary contained herein, the Company shall use commercially reasonable efforts to consummate the following transactions at or before closing (the “Reorganization Steps”): (i) Mr. Eyal Shary shall transfer to an entity designated by the Purchaser the legal and beneficial title to all shares and other equity securities of MCT, free from all Liens; (ii) Mr. Eyal Shary shall transfer to an entity designated by Purchaser the legal and beneficial title to all shares and other equity securities of MMI, free from all Liens; (iii) Company shall have purchased and received the legal and beneficial title to all shares and other securities of MPS, free from all Liens in accordance with the Share Purchase Agreement dated September 4, 2023 between the Company, PTC Trading Company Ltd and Dr. J. Bollag & CIE (the “MPS SPA”), except for certain nominal shares which shall be held by My Eyal Shary, and immediately after the consummation of said transaction under the MPS SPA, Mr. Eyal Shary shall transfer to an entity designated by Purchaser the legal and beneficial title to all shares and other equity securities of MPS, free from all Liens; (iv) the Company shall have acquired and received the legal and beneficial title to all shares and other equity securities of Continental Converters Corporation Pte. Ltd. (“CCC”), free from all Liens, pursuant to a Share Purchase Agreement dated September 4, 2023 between the Company and Mr. Mohel Ron.

6.2

Financing Cooperation

Without prejudice to Section 6.3, on request by the Purchaser, the Company shall, and shall procure that each of its Subsidiaries will, during the period up until Closing, subject always to any Applicable Legal Requirements, provide to the Purchaser and its Affiliates and their respective representatives and professional advisers, in each case during normal business hours, such reasonable assistance and information as is requested for purposes of the Purchaser’s or its Affiliates’ debt financing arrangements for the transactions contemplated hereunder. The Company shall, and shall procure that its Subsidiaries shall, coordinate and cooperate with the Purchaser, and promptly provide the Purchaser with any such information and such assistance as the Purchaser may reasonably request from time to time.

6.3

Access to Information; Notice of Certain Events.

(a)

From the date hereof and until the Closing or the termination of this Agreement pursuant to Section 8, the Company shall, (i) afford the Purchaser and its representatives with the opportunity to, at the Purchaser’s expense, visit and inspect the Company’s properties; (ii) examine its books of account and records; and (iii) discuss the Company’s affairs, finances and accounts with its officers and employees, all at such reasonable times as may be requested by the Purchaser so as not to unreasonably interfere with the Company’s business and operations; provided that the Company shall not be obligated to provide access to any information that the Company determines in good faith and in consultation with its outside legal counsel would reasonably be expected to result in the loss of any attorney-client or other privilege, or would result in a violation of applicable law (including laws related to data protection). Notwithstanding the foregoing subsection (iii), the Purchaser expressly acknowledges and agrees that it will not, and will cause its Affiliates to not, contact or otherwise communicate with, either orally or in writing, any employee, officer, director, customer or supplier of the Company in connection with the Company, the Company’s business or the transactions contemplated by this Agreement, without the prior written consent of the Sellers, which shall not be unreasonably withheld or delayed, save that the Purchaser shall be entitled to communicate with the CEO and CFO.

(b)	From the date hereof and until the earlier of the Closing or the termination of this Agreement pursuant to Section 8, each of the Purchaser on the one hand, and the Sellers and/or the Company, on the other hand (as applicable), shall promptly notify the other party of:


	(i)	any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had a Material Adverse Effect; (B) has resulted in or would reasonably be expected to result in any (I) representation or warranty made by the Sellers hereunder not being true and correct in all material respects; or (II) any covenant of the Sellers to have been breached; or (C) has resulted or is reasonably likely to result in the failure of any of the conditions set forth in Section 7.2 to be satisfied;

(ii)

any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(iii)

any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(iv)

any actions commenced against, relating to or involving or otherwise affecting the Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed in Schedule 4.13 of the Disclosure Schedule or that adversely affect the consummation of the transactions contemplated by this Agreement.

6.4

Exclusivity.

From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 8, each Seller and each member of the Company Group shall, and shall cause each of their respective Seller Related Parties, equity holders, directors, officers, managers, employees, agents, advisors or other representatives (collectively, the “Representatives”) to, (i) cease and terminate any and all existing contracts, activities, discussions or negotiations with any Person other than the Purchaser with respect to an Acquisition Proposal, (ii) not solicit, initiate or encourage proposals, offers or inquiries from any third party with respect to an Acquisition Proposal, nor provide information or documentation to any third party with respect to evaluating an Acquisition Proposal or assist any attempt by any other Person to do any of the foregoing, (iii) sell, assign, transfer or dispose of any equity interests in the Company Group, and (iv) promptly notify the Purchaser if any Acquisition Proposal or any inquiry or contact with any Person with respect thereto is made, and the details of such contact. As used in this Agreement, “Acquisition Proposal” means any discussions, negotiations, agreements or other arrangements regarding, or which could lead to, any acquisitions of, dispositions of, and/or investments in, whether by way of equity sale, merger, consolidation, business combination, reorganization, change in organizational form, spin off, split off, recapitalization, or other similar transaction with any other Person, directly or indirectly, any equity interests or all or any material portion of assets of any member of the Company Group.

6.5

Employees and Employee Benefits.

(a)

From the Closing and for a period of eighteen (18) months after the Closing, the Purchaser or any Affiliate thereof shall provide to those employees of the Company and/or its Subsidiaries as of immediately prior to the Closing who continue as employees of the Company and/or its Subsidiaries after the Closing Date (the “Continuing Employees”) compensation and benefits that are substantially similar to those provided to Continuing Employees by the Company and/or its Subsidiaries prior to Closing and shall provide credit for Company Group service under those benefits. In addition, during such eighteen (18) month period, the Purchaser shall provide Continuing Employees with substantially the same severance benefits provided to Continuing Employees by the Company and/or its Subsidiaries prior to Closing. The terms and conditions of employment of employees of the Company and/or its Subsidiaries as of the Closing whose terms and conditions of employment are subject to collective bargaining or other collective labor representation shall be governed by the applicable collective bargaining agreement. Nothing herein, express or implied, shall confer upon any Continuing Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement.

(b)

With respect to any Employee Benefit Plan in which any Continuing Employee first becomes eligible to participate at or after the Closing (“New Company Plan”), the Purchaser or an applicable Affiliate shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company and/or its Subsidiaries under any New Company Plan in which such employees may be eligible to participate after the Closing Date to the extent such pre-existing conditions, exclusions and waiting periods were waived or otherwise satisfied under a corresponding Employee Benefit Plan of the Company and/or its Subsidiaries immediately prior to the Closing Date or would have been so waived or satisfied but for such Employee Benefit Plan’s termination; (ii) cause deductibles, coinsurance or maximum out-of-pocket payments to be made by such employees during the applicable plan year in which such employee first participates in the applicable New Company Plan to reduce the amount of deductibles, coinsurance and maximum out-of-pocket payments under a New Company Plan to the extent taken into account under the corresponding Employee Benefit Plan of the Company and/or its Subsidiaries in respect of the same plan year or would have been so taken into account but for such Employee Benefit Plan’s termination and (iii) recognize service credited by the Company and/or its Subsidiaries prior to the Closing for purposes of eligibility to participate and vesting credit (and for purposes of severance and paid time off only, for purposes of determining the amount or level of benefit) in any New Company Plan in which such Continuing Employee may be eligible to participate after the Closing; provided, however, that in no event shall any credit be given to the extent it would result in the duplication of benefits for the same period of service.

6.6

Governmental Approvals and Consents.

(a)

Subject to the terms and conditions of this Agreement (including for the avoidance of doubt Section 2.7(i), each party shall, and shall cause its Affiliates to, use its commercially reasonable efforts to (i) file any filings or notifications pursuant to any other competition or antitrust related legal or regulatory requirements of foreign jurisdiction, commissions or governing bodies (“Antitrust Laws”) or foreign direct investment related legal or regulatory requirements of foreign jurisdiction, commissions or governing bodies (“FDI Laws”) as listed in Schedule 6.6(a) (collectively, the “Antitrust/FDI Filings”) as promptly as practicable; and (iii) supply as promptly as practicable information and documentary material that may be requested by any Governmental Authority. Neither party shall agree to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behalf of any Governmental Authority without the written consent of the other party.

(b)

In connection with the efforts referenced in Section 6.4 and this Section 6.2 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the Relevant Antitrust/FDI Approvals, any other Antitrust Law, FDI Law or any state law, each of the parties shall use commercially reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other parties informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated hereby; and (iii) to the extent permitted by law, permit the other party to review any material communication given to it by, and, to consult with each other in advance of any meeting or conference with, any Governmental Authority, including in connection with any proceeding by a private party. The foregoing obligations in this Section 6.2 shall be subject to the confidentiality obligations under Section 6.11 below and any attorney-client, work product or other privilege.

(c)

Without limiting the generality of Section 6.6(b), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law, FDI Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or FDI Law or if a filing pursuant to Section 6.6(a) is reasonably likely to be rejected or conditioned by a Governmental Authority, then each of the Purchaser and the Sellers will promptly take and use its commercially reasonable efforts to pursue all actions necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Authority with jurisdiction over the enforcement of any applicable law, including any Antitrust Law or FDI Law, regarding the legality of the Purchaser’s acquisition of all or any portion of the Purchased Shares and each of the parties will otherwise use their commercially reasonable efforts to resolve such objections or challenges as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement as soon as practicable.

(d)

Subject to the terms and conditions of this Agreement, each party shall, and shall cause its Affiliates to, use its commercially reasonable efforts to (i) file any notifications or approval required pursuant to the Defense Export Laws, as promptly as practicable (and in no event later than the tenth (10^th) Business Day following the date of this Agreement); (ii) file any filings or notifications pursuant to any other export control legal or regulatory requirements of foreign jurisdiction, commissions or governing bodies as listed in Schedule 6.6(a) (collectively, the “Export Control Filings”) as promptly as practicable; and (iii) supply as promptly as practicable information and documentary material that may be requested by any Governmental Authority. Neither party shall agree to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behalf of any Governmental Authority without the written consent of the other party.

(e)

Without limiting the generality of Section 6.6(d), each of the parties shall (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party. If any suit is instituted or threatened by any Governmental Authority or if a filing pursuant to Section 6.6(d) is reasonably likely to be rejected or conditioned by a Governmental Authority, then each of the Purchaser and the Sellers will promptly take and use its commercially reasonable efforts to pursue all actions necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Authority with jurisdiction over the enforcement of any applicable law, including any laws relating to export control, and each of the parties will otherwise use their commercially reasonable efforts to resolve such objections or challenges as such Governmental Authority may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement as soon as practicable.

6.7

Use of Proceeds

No part of the proceeds from this Agreement constitutes or will constitute funds obtained on behalf of any Sanctions Target, or will otherwise be used by the Sellers, directly or indirectly: (i) in connection with any investment in, or any transactions or dealings with, any Sanctions Target or in or involving a Sanctioned Country; (ii) for any purpose that would cause any Person to be in violation of any Sanctions, or (iii) otherwise in violation of any Sanctions or Export Laws.

6.8.

Tax Matters

(a)

All Tax Returns for any Pre-Closing Tax Period and any Straddle Period of any member of the Company Group, to the extent filed or required to be filed after the Closing Date, will be prepared and filed by Purchaser. The Purchaser shall prepare or cause to be prepared Tax Returns on a basis consistent with the past practices of the applicable member of the Company Group (a “Straddle Period”), unless otherwise required by Law. The Purchaser shall provide the Sellers with copies of all Tax Returns for their review and comment at least thirty (30) days prior to the applicable filing due date (while taking into account applicable extensions) (or, if any such Tax Return is due within 30 days following the date hereof, reasonably in advance of filing to allow the Sellers reasonable time to review such Tax Return) and shall consider in good faith Sellers’ reasonable comments. Following receipt thereof, the Sellers shall have a period of fifteen (15) days to provide the Purchaser with a statement of any disputed items with respect to such Tax Returns. In the event the Sellers provide such statement and the Sellers and the Purchaser are unable to reach agreement with respect to any disputed items within a period of five (5) days after the Purchases receipt of such statement, all such disputed items shall be submitted to the Independent Accounting Firm for final resolution prior to the applicable filing due date and the costs of the Independent Accounting Firm shall be paid pursuant to Section ‎2.4(b). For the avoidance of doubt, no member of the Company Group shall, and Purchaser shall cause each such member of the Company Group not to, amend, refile, or otherwise modify any Tax Return with respect to any Pre-Closing Tax Period, without the prior written consent of the Sellers unless otherwise required under Law; provided, that prior to taking any such action, (x) the Purchaser shall give prior written notice to the Sellers of its intent to take action, (y) the Purchaser and Sellers shall cooperate in good faith to determine whether such action is reasonably necessary to comply with applicable law, and (z) in the event that the Purchaser and Sellers are unable to determine whether such action is reasonably necessary to comply with applicable law, such determination shall be made by the Independent Accounting Firm.)

(b)

All Tax Returns for any Pre-Closing Tax Period and any Straddle Period of any member of the Company Group, to the extent filed or required to be filed on or before the Closing Date, will be prepared and filed by relevant member of the Company Group. Any such Tax Return shall be prepared on a basis consistent with past practices, unless otherwise required under applicable Law. Any such Tax Return shall be provided to Purchaser for review at least thirty (30) days prior to the due date for filing such return (including any applicable extensions) (or, if any such Tax Return is due within 30 days following the date hereof, reasonably in advance of filing to allow the Purchaser reasonable time to review such Tax Return). Each member of the Company Group will consider in good faith any comments to such Tax Return provided by Purchaser in writing no later than ten (10) days prior to the date for such Tax Return (including any applicable extensions). Notwithstanding the foregoing, to the extent any such Tax Return is not prepared on a basis consistent with past practices, such Tax Return will be provided to the Purchaser for review and approval (which approval will not be unreasonably withheld, delayed or conditioned) at least thirty (30) days prior to the due date for such Tax Return (including any applicable extensions) (or, if any such Tax Return is due within 30 days following the date hereof, reasonably in advance of filing to allow the Purchaser reasonable time to review such Tax Return).

(c)

Notwithstanding any other provision of this Agreement to the contrary (save for Sections 6.8(d) – (f) below) but always subject to the terms of the R&W Insurance Policy, the Sellers shall have the right to assume control and defense (at their own cost and using their own counsel appointed by agreement between the Sellers and the Purchaser (consent of which not to be unreasonably withheld by the Purchaser)) of any member of the Company Group in any Tax Assessment relating to any Pre-Closing Tax Period, including Pre-Closing Straddle Period, that will solely give rise to a claim for indemnification for any Non-Covered Tax under this Agreement (each a “Tax Contest”) and the Purchaser shall make best commercial efforts to reasonably cooperate with the Sellers. The Purchaser shall provide notice to the Sellers within twenty (20) days after receiving written notice from any Governmental Authority of the commencement of any such Tax Contest regarding any Pre-Closing Tax Period (provided that any failure by the Purchaser to provide such notice to the Sellers within such period will not relieve the Sellers of any liability to the Purchaser under this Agreement and the Purchaser acknowledges that such failure will not relieve the Sellers of any of their rights in asserting any counterclaim in respect thereto).

(d)

Subject to Section 6.8(e), in the case of a Tax Assessment which at the same time may give rise to: (i) a Tax liability (other than a Non-Covered Tax) which does not result in the Sellers becoming liable for a Tax Claim (for these purposes a “Purchaser Tax Matter”); and (ii) a liability for a Non-Covered Tax which does result in the Sellers becoming liable for a Tax Claim (a “Sellers’ Tax Matter”), the rights of the Sellers to assume or direct conduct of any Tax Assessment pursuant to this Section 6.8 will only apply with respect to any Sellers’ Tax Matter.

(e)

In determining the extent to which a Tax Assessment covered by Section 6.8(d) above (a “General Tax Claim”) relates to a Purchaser Tax Matter and/or a Sellers’ Tax Matter, the Parties shall consult with each other, and to the extent possible the Purchaser shall consult with the insurer under the R&W Insurance Policy, in each case acting in good faith, in order to:


	(i)	determine, in the first instance, whether such General Tax Claim (whether in whole or in part) relates to a Purchaser Tax Matter and/or a Sellers’ Tax Matter;

(ii)

to the extent it is not clear whether a General Tax Claim relates to a Purchaser Tax Matter and/or a Sellers’ Tax Matter, and until such time at which it so becomes clear, continue to actively evaluate the progress of the General Tax Claim with a view to seeking to determine as soon as reasonably practicable whether a General Tax Claim relates to a Purchaser Tax Matter and/or a Sellers’ Tax Matter;

(iii)

once it has been determined whether a General Tax Claim (whether in whole or in part) relates to a Purchaser Tax Matter and/or a Sellers’ Tax Matter and subject to Section 6.8(e)(iv), either: (i) where the General Tax Claim relates solely to a Purchaser Tax Matter or a Sellers’ Tax Matter, ensure that the relevant party (as the case may be) assumes or directs conduct of the General Tax Claim in accordance with this Section 6.8; or (ii) where the General Tax Claim relates to both a Purchaser Tax Matter and a Sellers’ Tax Matter, seek the appropriate separation of the General Tax Claim as soon as reasonably practicable so as to allow the relevant party to assume or direct conduct of such identified part of the General Tax Claim (as relates to the Purchaser Tax Matter or the Sellers’ Tax Matter (as the case may be)) in accordance with this Section 6.8; and

(iv)

agree how the conduct of the relevant General Tax Claim should be reasonably carried out taking into account the separation of matters pursuant to this Section 6.8(e).

(f)

The Sellers acknowledge and agree that they shall have no right to direct or participate in the conduct of any Purchaser Tax Matter and they shall not, and shall ensure that their agents, advisers and representatives shall not, enter into any communication with any third party (including any Tax Authority) with respect to any Purchaser Tax Matter or the subject matter of any Purchaser Tax Matter.

(g)

Subject to Section 6.8(h), the Purchaser shall take (or shall procure the relevant Group Company takes) such action which enables the Sellers, by written notice given to the Purchaser, to mitigate or to dispute, resist, appeal against, compromise, settle or defend any determination in respect of a Tax Contest, but subject to the Purchaser and the relevant Group Company being indemnified to the reasonable satisfaction of the Purchaser against all (i) reasonable costs and expenses, as well as actual damages, in each case, which are incurred or suffered by the Purchaser and/or the relevant Group Company solely as a result of or with respect to such actions as are requested or instructed by the Sellers, and (ii) any liability to Tax pursuant to any Tax Contest controlled by the Sellers which is suffered or incurred by the Purchaser and/or the relevant Group Company solely as a result of the settling of such Tax Contest.

(h)	If the Sellers take control of any Tax Contest pursuant to Section 6.8(d), the Sellers shall:

(i)

keep the Purchaser informed of all actual or proposed developments known to it or its advisers concerning the relevant Tax Contest;

(ii)

promptly notify the Purchaser of any intended oral communication or any meeting with a relevant Tax Authority in relation to the relevant Tax Contest, including details of the proposed agenda (and agree with the Purchaser the position proposed to be taken in relation to the points on such agenda, which agreement shall not be unreasonably withheld, conditioned or delayed) and allow the Purchaser or its advisers to participate in any such communication and attend any such meeting (or such part thereof as relates to the relevant Tax Contest);

(iii)

promptly provide the Purchaser with copies of or extracts from all documents (including copies of any notes relating to any oral communication or meeting in Section 6.8(h)(ii) above) and correspondence insofar as they relate to the relevant Tax Contest;

(iv)

at least ten (10) Business Days prior to the date of any intended submission, provide to the Purchaser for prior review any document or correspondence related to the relevant Tax Contest which is to be submitted to the relevant Tax Authority and make such amendments to such documents or correspondence as the Purchaser may reasonably require;

(v)

make no transmission of any communication (written or otherwise) or agree any matter with a Tax Authority relating to the Tax Contest without first affording the Purchaser (and its advisers) with a reasonable opportunity to comment thereon and shall reflect any comments the Purchaser may reasonably request with respect thereto; and/or

(vi)

provide the Purchaser and the relevant Group Company with a reasonable opportunity to review any draft instructions to tax counsel, any submissions or other documents to be filed with the court or other appellate body and shall make such amendments to such instructions, submissions or other documents as the Purchaser may reasonably request.

(i)	The Sellers shall not, and the Purchaser nor any Group Company shall be required to, in connection with any Tax Contest and/or any Straddle Return:


	(i)	do anything which is not true and accurate in all material respects;

(ii)

do anything which could reasonably be expected to either give rise to or increase a liability to Tax or result in a loss, reduction, non-availability or deferral of any Purchaser’s Relief for or by any member of the Purchaser Group (a “Consequential Tax Liability”) in circumstances where the Seller has not agreed fully to indemnify the relevant member of the Purchaser Group against such Consequential Tax Liability;

(iii)

do anything which could reasonably be expected to have the effect that a Tax Liability arises in the period prior to Closing in circumstances where the Seller has not agreed fully to indemnify the relevant Purchaser against such Tax Liability;

(iv)

take any action if the Purchaser is able to demonstrate (acting reasonably and in good faith) that to do so would have material adverse Tax consequences for any member of the Purchaser’s Tax Group; and/or

(v)

take any action to the extent that it could reasonably be expected to involve any Group Company pursuing the contest of any Tax Contest before any court or other appellate body (excluding the Tax Authority which has made the Tax Contest) after statements of claim have been submitted by all parties to such court or other appellate body, unless Tax counsel (of at least ten (10) years' relevant experience) appointed by agreement between the Seller and the Purchaser opines (at the sole cost of the Seller), in writing, that such contest/appeal is more likely to succeed than not.

(j)

If the Sellers do not elect to assume the control and defense of such Tax Contest within ten (10) Business Days of notice to the Sellers under Section 6.5(c) or where a Seller becomes insolvent, the Purchaser and/or the relevant Group Company shall be free to satisfy or settle the relevant liability on such terms as it may think fit. The Purchaser shall (i) keep Sellers regularly and timely informed regarding progress of any such Tax Contest, and material meetings and discussions with the applicable Governmental Authority, (ii) permit the Sellers to evaluate and comment on such Tax Contest and all materials filings, submissions and documentation related thereto, and (iii) reasonably and in good faith consider any such comments of the Sellers. Notwithstanding anything to the contrary in this Agreement, in the event of any conflict between this Section 6.8(c) and Section 9.5, this Section 6.8(c) will control. The Purchaser and the relevant Group Company shall also be free to satisfy or settle the relevant liability on such terms as the Purchaser may think fit where the liability derives from or arises out of any dishonest or fraudulent act or omission by the Seller or by the relevant Group Company (on or before Closing) or, in either case, any director or officer thereof.

(k)

In the event the Sellers and the Purchaser are unable to reach agreement with respect to any of the matters listed in Sections 6.8(e)(ii)-(iv), all such disputed matters shall be submitted to the Independent Accounting Firm for final resolution and the costs of the Independent Accounting Firm shall be paid pursuant to Section 2.4(b).

(l)

Subject to the terms of the R&W Insurance Policy, the Sellers shall be entitled to, and the Purchaser shall pay to the Sellers, any amount (other than with respect to a Purchaser’s Relief) received (as cash refund or as overpayment credited for a post-Closing Tax period, including any interest with respect thereto) by Purchaser and each member of the Company Group (i) from any Governmental Authority in respect of Tax paid by any member of the Company Group prior to Closing on account of any Taxes for any Pre-Closing Tax Period, or (ii) from any Governmental Authority in respect of Tax paid by any member of the Company Group after the Closing on account of any Non-Covered Tax and for which the Purchaser has been indemnified by the Sellers under this Agreement. Such payments shall be made no later than twenty (20) days following the end of each relevant calendar quarter of the date of such receipt of such amounts (and in case such amounts are received as overpayment credited for a Post-Closing Tax period, the date on which the Tax Return claiming such overpayment was filed). Upon receipt of any such amount by any member of the Company Group (or the filing for any Tax Return claiming such overpayment), the Purchaser shall deliver a notice, containing reasonable details in connection with the amount received and its calculation. Notwithstanding anything to the contrary in this Section 6.8(l), the Sellers shall not be entitled to any such amounts that were taken into account as Tax assets in the calculation of Net Working Capital or Indebtedness (i.e., which decreased the amount of Indebtedness). To the extent such amounts (whether received as cash refund or as overpayment credited for a post-Closing Tax period) is subsequently disallowed or required to be returned to the applicable Governmental Authority, the Sellers shall promptly repay such amount, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to the Purchaser.

(m)

Subject to the terms of the R&W Insurance Policy, the Sellers, Purchaser, and the Company will, if so requested by any of the Sellers, Purchaser, or the Company, provide the requesting person with such assistance as may be reasonably requested in connection with (i) the preparation of Tax Returns required to be filed with respect to any member of the Company Group, (ii) any Tax Contest, or (iii) any claim for refund in respect of Pre-Closing Taxes. Such assistance will include making employees and other representatives reasonably available to the requesting person and their counsel, providing additional information and explanation of any material to be provided, and furnishing to or permitting the copying by the requesting person or their counsel of any records, returns, schedules, documents, work papers or other relevant materials which might reasonably be expected to be used in connection with any such return, Tax Contest or claim.

(n)

The Parties acknowledge that (i) the transactions contemplated by this Agreement are intended to be a fully taxable sale of the Purchased Shares by the Sellers to the Purchaser in consideration for the Consideration payable to the Sellers for U.S. federal and applicable state and local Tax purposes, and (ii) the Purchaser may choose, at its sole discretion, to make (or to cause to be made) an election(s) under Sections 338 or 336 of the Code (or any corresponding or similar election under applicable state, local or non-U.S. Laws) on a timely basis to treat the purchase of Purchased Shares as a purchase of the Company’s assets (and possibly the deemed purchase of the Company’s shares of a Subsidiary as a purchase of such Subsidiary’s assets) for the applicable income Tax purposes. The Sellers shall reasonably cooperate with Purchaser to provide such information as is reasonably necessary for the Purchaser to satisfy its notification requirements in connection with such election.

(o)

Prior to the Closing Date, the Company shall make commercially reasonable efforts to submit to the Sellers (in a manner reasonably satisfactory to Purchaser) for execution and approval by shareholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code a written consent in favor of a single proposal to render the parachute payment provisions of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) inapplicable to any payments or benefits provided pursuant to Company Group employee plans, other Company contracts or otherwise in connection with any of the contemplated transactions under this Agreement that might result, separately or in the aggregate, in the payment of any amount, or the provision of any benefit, that would not be deductible by reason of Section 280G or that would be subject to an excise Tax under Section 4999 of the Code (determined without regard to the exceptions contained in Section 280G(b)(4)) (collectively, the “Section 280G Payments”) with respect to each person from whom a waiver described in this Section 6.09(e) is obtained. The Company shall seek any such shareholder approval in a manner that satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. Prior to the submission to the shareholders of the Company of the written consent described in this Section 6.09(e) and any related disclosure of the Section 280G Payments, the Company shall deliver to Purchaser waivers, in form and substance satisfactory to Purchaser, from each Person who might, absent the waiver, receive any Section 280G Payment. The form and substance of all shareholder approval documents contemplated by this Section 6.09(e), including the waivers, disclosure statement and written consent, and any mathematical analysis of the Section 280G Payments, shall be subject to the prior review and approval of the Purchaser. The Company shall: (a) provide such documentation and information to the Purchaser for its review and approval no later than five (5) Business Days prior to soliciting waivers from the “disqualified individuals;” and (b) implement all reasonable and timely comments from the Purchaser thereon. If any of the waived Section 280G Payments fail to be approved by the voting shareholders as contemplated above, then such waived Section 280G Payments shall not be made or provided. At least ten (10) Business Days prior to the Closing Date, Purchaser shall inform the Company in writing of all payments or benefits implemented by or at the direction of, or to be implemented by or at the direction of, the Purchaser that could, alone or together with any other payments or benefits but disregarding the waivers contemplated by this Section 6.09(e), constitute Section 280G Payments.

(p)

To the extent that the tax-related matter referred to in Schedule 4.10(d) has not been finally resolved before the Sellers cease to be shareholders of the Company, the Sellers and the Purchaser shall discuss in good faith, in view of the then current status of such matter and any developments and related advice from the parties’ tax advisors, the Purchaser’s rights of indemnification under this Agreement.

6.9

Public Announcements.

No party shall make any public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any media without the prior written consent of the other party, unless required by applicable law or regulations of any applicable stock exchange.

6.10

Further Assurances.

Subject to Section 6.4 and Section 6.2, each party hereto agrees to execute and deliver, and agrees to procure that its Affiliates execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be reasonably necessary to more fully effectuate this Agreement and as the Sellers and Purchaser may reasonably require to secure each party the full benefit of the Agreement.

6.11

Confidentiality.

Each Seller acknowledges that it is in possession of non-public information concerning or relating to the business or financial affairs of the Company and its Subsidiaries (“Confidential Material”). Each Seller shall, and shall cause its Affiliates and representatives to, keep confidential and not divulge or make accessible to anyone all or any portion of such Confidential Material, except (a) to its advisors in such capacity as required to perform its obligations hereunder (it being understood that such Seller shall be responsible for any disclosure by any such Person not permitted by this Agreement); (b) to its shareholders, partners, directors, officers (it being understood that such Seller shall be responsible for any disclosure by any such Person not permitted by this Agreement); (c) if requested or required by Law (subject to the conditions and limitation set forth in this Section 6.11); or (d) with the prior written consent of the other party, and will use such Confidential Material solely for the purpose of consummating the transactions contemplated by this Agreement and for no other purpose; provided that the Company and its Subsidiaries may also use the Confidential Material for the purpose of operating their respective businesses in the ordinary course. If the Sellers or any of its respective Affiliates or representatives are requested or required to disclose (after the Sellers has used its commercially reasonable efforts to avoid such disclosure and after promptly advising and consulting with the Purchaser about the Sellers’ intention to make, and the proposed contents of, such disclosure) any of the Confidential Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), the Sellers shall, or shall cause such Affiliate or representative, to provide the Purchaser with prompt written notice of such request so that the Purchaser may seek an appropriate protective order or other appropriate remedy. At any time that such protective order or remedy has not been obtained, the Sellers or such Affiliate or representative may disclose only that portion of the Confidential Material which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, and the Sellers shall exercise their commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Material so disclosed.

Until the Closing, the Purchaser agrees to continue to abide by that certain confidentiality agreement by and between the Purchaser and the Sellers dated as of May 20, 2021, as extended on May 30, 2024 (the “Non-Disclosure Agreement”).

6.12

Indemnification of Officers and Directors.

(a)

D&O Tail. Prior to the Closing, the Company shall use commercially reasonable efforts to obtain and fully pay for “tail” insurance policies with a claims period of at least seven (7) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ acts and omissions in their capacities as directors and officers associated with the business of the Company Group prior to the Closing (“D&O Tail Policy”). The D&O Tail Policy shall be in a form reasonably acceptable to the Purchaser and in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date.

(b)	Directors Insurance. As soon as reasonably practicable and in any event within thirty (30) days from the Closing Date, the Company shall purchase a directors and officers liability insurance policy in an amount of at least USD3,000,000.

(c)

Third Party Beneficiaries. The provisions of this Section 6.12 shall survive the Closing and are intended to be for the benefit of, and enforceable by, each current director and officer of the Company and his or her heirs and personal representatives, and nothing in this Agreement shall affect any indemnification rights that any such current director or officer and his or her heirs and personal representatives may have under the articles of association of the Company in effect as of the date hereof or any Contract or applicable Law.

6.13

R&W Insurance Policy^.

In connection with the transactions contemplated hereby, the Purchaser shall obtain an R&W Insurance Policy and the Sellers, the Company and its Subsidiaries shall provide to the Purchaser such cooperation as is reasonably requested by the Purchaser and is reasonably necessary to be provided by the Sellers or the Company and/or its Subsidiaries in connection with the Purchaser obtaining such R&W Insurance Policy. The Purchaser shall be responsible for paying all premiums, commissions, fees and other costs and expenses of procuring and maintaining the R&W Insurance Policy. If requested by the Sellers, the Purchaser shall provide the Sellers with a copy of the duly executed R&W Insurance Policy. Without prejudice to their obligations under this Agreement, except as specifically set forth in Section 9, neither the Sellers nor any Affiliate thereof shall have any liability or obligation to indemnify or compensate the Purchaser or any other party to the extent the Purchaser does not obtain or fails to use its best endeavours to maintain the R&W Insurance Policy. If Losses in respect of breaches of Fundamental Representations are covered under the R&W Insurance Policy, any deductible pertaining to such Losses under the R&W Insurance Policy shall be solely paid by the Sellers.

6.14

Limited Activities.


(a)	Without prejudice to any obligations under the Shareholders’ Agreement for a period of eighteen (18) months from the Closing Date, and with respect to subsection 6.14(a)(iii) for the purposes of protecting the goodwill of the business of the Company Group:


	(i)	FF3 undertakes not to, directly or indirectly, for any reason, for its own benefit, or for the benefit of or together with any other person, directly or indirectly, in any jurisdiction in which a Group Company is operating at the relevant time:


	(A)	solicit or conspire with, or attempt to solicit or conspire with, any employee, contractor, manager, or director of the Group Company, acting in such position as of the date of termination of this Agreement (“Covered Employees”), to terminate or reduce the scope of that person’s engagement or relationship with the Group Company, or be involved in any way in the recruitment or hiring of, or to hire, employ or otherwise engage, any such person for another business, provided, that the foregoing restrictions regarding solicitation shall not apply to (x) general solicitations of employment to the public or general advertising which are not specifically targeted at any Covered Employee; or (y) any individual who is terminated by the Company or the Subsidiaries or terminates his employment with the Company or the Subsidiaries (and in the absence of any solicitation prior to such termination in violation of this Section 6.14(i)(A);

(B)

solicit, or attempt to solicit, any of the customers or suppliers of the Group Company with respect to the business of the Company Group to terminate their business relationship with the Group Company; or

(C)

divert or attempt to divert any or all of such customers’ or suppliers’ business from the Group Company; or

(ii)

be engaged as an executive officer, limited liability entity manager or director or in any other managerial, engineering, consulting, development or sales capacity or as an owner, co-owner, or other investor of or in any business that sells power supplies or networking supplies to the defense industry in Israel, and whose product offerings are competitive with the products offered by the Group Company as of the Closing Date;

(iii)

FF3 undertakes not to, directly or indirectly, for any reason, own, or invest in the company groups set out in Schedule 6.14.

(b)

For the avoidance of doubt, any investment or ownership by FF3 in any other business which is or becomes an owner, investor or operator of a business which is competitive to the products of the Company, but where the annual revenues from such competitive business are less than USD fifteen (15) million and represent less than five percent (5%) of the total aggregate revenues of such business, then such ownership, investment and/or operation by FF3 shall not be considered a breach of Section 6.14(a)(i) and FF3 shall not be required to take any action, including to divest itself from such ownership or investment, in connection therewith.

(c)

The covenants in Sections 6.14(a)(i) and 6.14(a)(a)(iii) are severable and separate, and the unenforceability of any specific covenant in this Section 6.14 is not intended by any party to, and shall not, affect the provisions of any other covenant in Sections 6.14(a)(i) and 6.14(a)(a)(iii). If any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth in Sections 6.14(a)(i) and 6.14(a)(a)(iii) are unreasonable, the parties acknowledge their mutual intention and agreement that those restrictions be enforced to the fullest extent the court deems reasonable, and thereby shall be reformed to that extent.

(d)	The Parties hereby agree that Sections 6.14(a)(i) and 6.14(a)(a)(iii) are a material and substantial part of this Agreement, and absent FF3 entering the restrictions of Sections 6.14(a)(i) and 6.14(a)(a)(iii), the Purchaser would not have entered into this Agreement.

(e)	FF3 acknowledges that the foregoing restrictions are fair and reasonable. FF3 also acknowledges that the foregoing geographic and temporal restrictions on competition are fair and reasonable, given the nature and geographic scope of the Company Group’s operations and business.

6.15

Board of Directors Composition

As of the Closing Date, the directors appointed to the board of directors of the Company by the Sellers shall be the persons listed in Schedule 6.15.

7.	CONDITIONS PRECEDENT

7.1

Conditions to Each Party’s Obligations.

The obligations of each party to consummate the Acquisition and the other transactions contemplated hereby are subject to the satisfaction (or written waiver by each of the parties) on or prior to the Closing Date of each of the following conditions:

(a)	No Injunctions or Restraints. No applicable law or injunction enacted, entered, promulgated, enforced or issued by any Governmental Authority preventing or impairing the consummation of the Acquisition or of the other transactions contemplated hereby shall be in effect.

(b)	Absence of Proceedings. There shall not be pending any Proceeding challenging or seeking to restrain or prohibit the Acquisition or any other transaction contemplated hereby.

(c)

Governmental Approvals and Consents. All Governmental Authority approvals and consents required for the consummation of the Closing shall have been obtained including if and to the extent necessary, the Relevant Antitrust/FDI Approvals, approvals under other Antitrust Laws and approvals shall have been obtained, granted or provided, as applicable, or applicable waiting periods shall have expired.

7.2

Conditions to Obligation of the Purchaser.

The obligation of the Purchaser to purchase and pay for the Purchased Shares and consummate the Acquisition and other transactions contemplated hereby is subject to the satisfaction (or written waiver by the Purchaser) on or prior to the Closing Date of the following additional conditions:

(a)

Representations and Warranties. Each of the representations and warranties set forth in Sections 3 and 4 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, and the Fundamental Representations, which representations and warranties shall be true and correct in all respects) as of the Closing Date as if made at and as of such date.

(b)	Performance of Obligations of the Sellers and/or the Company. Each of the Sellers and the Company shall have performed or complied in all material respects with all other obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

(c)

Certain Contract Consents. The Company shall have received consent (or, as applicable, confirmation that they do not intend to exercise any voluntary termination right or reduce orders made from the Company Group) from the counterparties to each Contract listed in Schedule 7.2(c) in connection with the change of control of the Company Group resulting from the Transaction, and copies thereof shall have been delivered to the Purchaser, provided however, that the condition under this Section 7.2(c) shall, to the extent that consent or confirmation remains pending, no longer be considered a condition to Closing following November 1, 2024 (noting however that such consents shall in any event be provided to the Purchaser once received). In the event that such counterparties communicate an express refusal to provide consent, an intention to exercise any voluntary termination right or an intention to reduce orders made from the Company Group, the Sellers and the Purchase shall discuss in good faith steps to be taken to avoid or mitigate any resulting detriment to the Company and the Purchaser.

(d)	Receipt of Closing Deliverables. The Purchaser shall have received:


	(i)	the share certificates representing each Seller’s Relevant Purchased Shares to be sold by the Seller hereunder, or an affidavit of loss in lieu thereof (in form attached hereto as Exhibit G) together with related share transfer deeds in the form attached hereto as Exhibit H, duly executed by each of the Sellers;

(ii)

a copy of the shareholders’ register of the Company certified by the CEO of the Company evidencing the registration of the transfer of ownership to the Purchaser of the Purchased Shares in the Company, effective as of the Closing, in the form attached hereto as Exhibit I;

(iii)

a duly executed share certificate in the name of Purchaser, dated as of the Closing Date, representing the Purchased Shares so acquired by the Purchaser at Closing;

(iv)

a certificate, dated as of the Closing Date, executed by a duly authorized officer of the Company in the form attached hereto as Exhibit J, certifying the satisfaction of the conditions set forth in Sections 7.2(a) and 7.2(b);

(v)

the Estimated Closing Statement, dated as of the Closing Date, executed by a duly authorized officer of the Company;

(vi)

a letter of resignation (which shall include waiver and release) in the form attached hereto as Exhibit K, duly executed by each director of the Company and any of its Subsidiaries;

(vii)

the Option Cancellation Agreement and Warrant Cancellation Agreement duly executed by the parties thereto;

(viii)

the Escrow Agreement duly executed by the Sellers’ Representative and the Escrow Agent;

(ix)

the Paying Agent Agreement duly executed by the Sellers’ Representative and the Paying Agent;

(x)

a duly executed counterpart of the Shareholders’ Agreement, countersigned by the Company and FF3, dated as of the Closing Date;

(xi)

a duly signed valid and effective payoff letter (duly signed by each party thereto), in the form reasonably satisfactory to the Purchaser, from each Banking Institution specifying the amount to be paid by or on behalf of the Company Group on the Closing Date to discharge in full all amounts outstanding under the relevant agreements with the Banking Institutions in order to enable the release of all Liens granted by or over the assets or shares of on the Company (or any of its Subsidiaries) upon payment of the amount set forth therein on the Closing Date in a form reasonably satisfactory to the Purchaser (collectively, the “Banking Institutions Payoff Amount” and “Banking Institutions Payoff Letters”, respectively);

(e)	No Material Adverse Effect. From the date of this Agreement and until the Closing Date, there shall not have occurred any Material Adverse Effect.

7.3

Conditions to Obligation of the Sellers.

The obligation of the Sellers to sell the Purchased Shares and consummate the other transactions contemplated hereby is subject to the satisfaction (or written waiver by the Sellers) on or prior to the Closing Date of the following additional conditions:

(a)	Representations and Warranties. Each of the representations and warranties of the Purchaser contained in Section 5 shall be true and correct in all material respects as of the Closing Date as if made at and as of such date.

(b)	Performance of Obligations of the Purchaser. The Purchaser shall have performed or complied in all material respects with all other obligations and covenants required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing.

(c)	Receipt of Closing Deliverables.

Each Seller, or the Company (as applicable), shall have received:

(i)

evidence that the Purchaser has paid the Closing Payment in accordance with Sections 2.6(b), 2.8(b) and 2.9(b) and delivered to the Sellers’ Representative such evidence demonstrating the payment;

(ii)

a certificate, dated as of the Closing Date, executed by the Purchaser, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and 7.3(b);

(iii)

a counterparty to the share transfer deeds executed by each of the Sellers, dully executed by the Purchaser;

(iv)

the Escrow Agreement duly executed by the Purchaser and the Escrow Agent;

(v)

the Paying Agent Agreement duly executed by the Purchaser, the Sellers’ Representative and the Paying Agent; and

(vi)

a duly executed counterpart of the Shareholders’ Agreement, countersigned by the Purchaser, dated as of the Closing Date; and

(vii)

a letter setting forth the appointment by Purchaser of the members to the board of Directors of the Company and any of its Subsidiaries, which appointment is to become effective immediately following the Closing.

7.4

Frustration of Closing Conditions.

No party may rely on the failure of any condition set forth in this Section 6.7 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use the required level of efforts set forth herein to cause the Closing to occur.

8.	TERMINATION


	8.1	Termination.


(a)	Notwithstanding anything to the contrary in this Agreement, but subject to Section 7.4, this Agreement may be terminated at any time prior to the Closing:


	(i)	by mutual written consent of the Sellers and the Purchaser;

(ii)

by the Sellers or the Purchaser, if the Closing does not occur on or prior to the date which is six (6) months following the date of this Agreement (the “Long‑Stop Date”); provided that the party seeking to terminate this Agreement pursuant to this Section 8.1(a)(ii) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition and the other transactions contemplated hereunder on or before such date;

(iii)

by the Sellers, if the Sellers are not then in breach of this Agreement and (A) if any of the conditions set forth in Section 7.1 or 7.3 shall have become incapable of fulfillment by the Long‑Stop Date, and such conditions shall not have been waived in writing by the Sellers; or (B) if there shall have been a breach, inaccuracy or failure to perform any representations, warranties, covenants or agreements made by the Purchaser in this Agreement that would give rise to the failure of any of the conditions set forth in Section 7.3 (which has not been waived by the Sellers) and such breach has not (where capable of cure) been cured within thirty (30) days of written notice thereof by the Sellers; or

(iv)

by the Purchaser, if the Purchaser is not then in breach of this Agreement and (A) if any of the conditions set forth in Section 7.1 or 7.2 shall have become incapable of fulfillment by the Long-Stop Date, and such conditions shall not have been waived in writing by the Purchaser; or (B) if there shall have been a breach, inaccuracy or failure to perform any representations, warranties, covenants or agreements made by the Sellers in this Agreement that would give rise to the failure of any of the conditions set forth in Section 7.2 (which has not been waived by the Purchaser) and such breach has not (where capable of cure) been cured within thirty (30) days of written notice thereof by the Purchaser.

(b)	In the event of termination of this Agreement pursuant to this Section 8, written notice thereof shall forthwith be given by the party seeking termination to the other parties, and this Agreement, and the transactions contemplated hereby, shall be terminated without further action by any party.

8.2

Effect of Termination.

If this Agreement is terminated and the transactions contemplated hereby are terminated as described in Section 8.1, this Agreement shall have no further force and effect, without any liability on the part of any party hereto or its respective Affiliates, other than any liability of the Purchaser, the Company or the Sellers, as the case may be, for any breach of this Agreement occurring prior to such termination. The following provisions shall survive termination hereof:

(a)	Section 6.9 relating to publicity;

(b)	this Section 8.2;

(c)	Section 1.1 relating to Definitions; and

(d)	Section 10 relating to Miscellaneous Provisions, in each case, to the extent applicable.

In addition, the Non-Disclosure Agreement shall survive the termination of this Agreement.

Nothing in this Section 8.2 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement nor to release the Purchaser from its confidentiality obligations under the Non-Disclosure Agreement.

9.	SURVIVAL; LIMITATIONS OF LIABILITY; INDEMNIFICATION


	9.1	Survival.

The representations and warranties in this Agreement shall terminate at the Closing or upon the termination of this Agreement pursuant to ‎Section 8; provided that the Fundamental Representations and the Purchaser Fundamental Representations shall survive until the thirty (30) days following the expiration of the applicable statute of limitations. The sole and exclusive remedy of the Purchaser in respect of any and all rights and claims for any breach of representation or warranty, other than a Fundamental Representation, is the right to terminate this Agreement prior to the Closing pursuant to Section 8. The covenants and agreements set forth in this Agreement that by their terms apply or are to be performed prior to Closing (each, a “Pre-Closing Covenant”) shall survive the Closing until the second (2^nd) anniversary of the Closing Date. The covenants and agreements set forth in this Agreement that by their terms apply or are to be performed after the Closing (each, a “Post-Closing Covenant”) shall survive the Closing until the later of (i) the second (2^nd) anniversary of the Closing Date or such later date as specified elsewhere in this Agreement or (ii) the date on which they are fully performed in accordance with this Agreement. Notwithstanding the foregoing, there shall be no termination of any Fundamental Representation, Purchaser Fundamental Representation, Pre-Closing Covenant or Post-Closing Covenant as to which a claim has been validly asserted by an Indemnified Party prior to the termination of the applicable survival period and such claim is fully and finally resolved pursuant to the provisions of this Agreement.

9.2

Indemnification.

(a)

Subject to the other terms and conditions of this Section 9, from and after the Closing Date, the Sellers shall severally and not jointly indemnify, defend and hold harmless the Purchaser and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) from and against, and shall pay and reimburse each of the Purchaser Indemnitees for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees (whether in connection with a Direct Claim or a Third Party Claim) to the extent arising out of any breach of any (i) Fundamental Representations; (ii) Pre-Closing Covenants to be performed by the Company, the Sellers or any of their Affiliates (without duplication to any indemnification under Sections 9.2(a) and 9.2(c) below) or (iii) Post-Closing Covenant to be performed by the Sellers or any of their Affiliates.

(b)

Subject to the other terms and conditions of this Section 9, from and after the Closing Date, the Purchaser shall indemnify, defend and hold harmless the Sellers and their Affiliates (collectively, the “Seller Indemnitees”) from and against, and shall pay and reimburse the Seller Indemnitees for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees (whether in connection with a Direct Claim or a Third Party Claim) to the extent arising out of any breach of any (i) Purchaser Fundamental Representations; or (ii) Post-Closing Covenant to be performed by the Purchaser or any of its Affiliates.

(c)

Subject to the other terms and conditions of this Section 9, from and after the Closing Date, each Seller severally and not jointly agrees to indemnify and hold harmless the Purchaser Indemnities, so far as possible by way of adjustment to the Purchase Price for the sale of the Shares, in an amount equal to the amount of:

(vii)

any Actual Tax Liability of any Company Group which has arisen or arises or may arise:


	(A)	in consequence of an Event which occurred on or before the Closing Date; or

(B)

in respect of, or with reference to, any income, profits or gains which were earned, accrued or received on or before Closing Date or in respect of a period ending on or before the Closing Date;

(viii)

any liability of any Company Group to pay or repay an amount in relation to Tax under any indemnity, covenant or warranty entered into or created before the Closing Date (and which has not been paid or repaid prior to Closing Date) in each case under which such Company Group has agreed to meet or pay a sum equivalent to or by reference to another person’s liability to Tax;

(ix)

any Tax Liability which arises to the Purchaser and/or a Group Company as a result of the value of the shares in Enercon Technologies Ltd being greater than ten (10) per cent derived from MIL Power Converter Technologies India Private Limited, Multisphere Power Solutions Private Limited and MIL Power Magnetics India Private Limited;

(x)

all transfer Taxes attributable to, or arising directly or indirectly from, the transactions contemplated hereunder;

(xi)

any withholding Taxes imposed on any Purchaser Indemnitees arising as a result of the failure to deduct or withhold the correct amount of Taxes with respect to the Consideration payable to such Sellers under this Agreement (with respect to each Sellers’ portion of the Consideration, solely for themselves)

(xii)

any excess Taxes (including interest, fines and gross-up, if any) resulting from the failure of the Company and/or the 102 Trustee to timely withhold the applicable Tax from payment with respect to Section 102 Options and Section 102 Shares which were originally intended by the Company to be granted under Section 102(b)(2) to be so qualified (unless such failure to qualify arises solely from: (i) any action by any such holder, (ii) any negligence or fraud of the 102 Trustee (in which case the Purchaser may claim indemnification solely from the 102 Trustee) and (iii) any Section 102 Options or Section 102 Shares granted in the ninety day period ending on the date hereof); and

(xiii)

any reasonable costs and expenses incurred by the Purchaser in connection with any Tax liability or other liability as is mentioned in this Section 9 (or any claim for such Tax Liability or other liability) or in taking or defending any action under this Section 9.

9.3

Payment of Claims


(a)	Any sums required to be paid by the Sellers under Section 9.2 shall be paid (in cleared funds):


	(i)	in respect of an Actual Tax Liability on the later of:

(A)

the date five (5) Business Days after the date on which the Seller receives written details of the amount of the Tax Liability from the Purchaser; and

(B)

the date five (5) Business Days before the date on which the relevant Group Company will finally be liable to pay the Tax pursuant to applicable law or determination pursuant to any settlement with the relevant Tax Authority or judgment in any legal proceedings;

(ii)

in respect of a Deemed Tax Liability, on the later of:

(A)

the date five (5) Business Days after the date on which the Seller receives written details of the amount of the Tax Liability from the Purchaser; or

(B)

five (5) Business Days before the date on which the relevant Group Company would have had to pay the Tax pursuant to applicable law or determination pursuant to any settlement with the relevant Tax Authority or judgment in any legal proceedings but for the use or setting off of a Purchaser’s Relief; and

(iii)

for anything else, (A) on the date five (5) Business Days following the date on which notice giving written details of the amount due is received by the Seller from the Purchaser for any payment under Section 9.2 and/or (B) five (5) Business Days before the Purchaser or the relevant Group Company becomes liable to pay any costs or expenses pursuant to a liability under Section 9.2 and/or Section 4.10.

9.4

Limitations and Other Matters Relating to Indemnification.

(a)

Notwithstanding anything in this Agreement to the contrary, except (in each case) to the extent such Losses are found by an arbitral tribunal to be owed to a non-Affiliated third party in connection with a Third Party Claim, in no event shall the Purchaser or any Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party under this ‎Section 9 or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that are punitive, incidental, consequential, special or indirect, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, diminution of value and any damages based on any type of multiple or similar Losses, in each case (provided that any damages paid by the Company to a third party pursuant to a Third-Party Claim, shall be considered direct Losses), in any way arising out of or relating to this Agreement or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise).

(b)

The Sellers shall not be liable for any Claim for inaccuracy or breach of any Fundamental Representation if and to the extent that the fact, matter or circumstance giving rise to such Claim is disclosed by or in this Agreement, including the Disclosure Schedule as at the date of this Agreement (it being clarified that matters, events and circumstances disclosed in a particular section contained in the Disclosure Schedule, shall be deemed to qualify each warranty to which such disclosure is applicable provided that the relevance and applicability of such disclosure to each such warranty is reasonably apparent on its face). The Fundamental Representations shall be qualified by, and the Purchaser shall be deemed to have knowledge of, the facts, matters or circumstance so disclosed.

(c)

The amount of any Losses that are subject to indemnification, compensation or reimbursement under this ‎Section 9 shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses reduced by the amount of any costs and expenses incurred by the Purchaser, its Affiliates or the Company Group in pursuing such recovery and any applicable deductible or retention (“Third Party Payments”). If an Indemnified Party receives any Third Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving such Payment) pay to the Indemnifying Party an amount equal to such Third Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. Subject always to the requirements of the R&W Insurance Policy, the Indemnified Party shall use its commercially reasonable efforts to recover under the R&W Insurance Policy, and commercially reasonable efforts to recover under any other insurance policies or indemnity, contribution or other similar agreements (other than this Agreement) for any Losses prior to making a claim for indemnification from an Indemnifying Party, and shall do so to the same extent such Party would if such Losses were not subject to indemnification, compensation or reimbursement hereunder.

(d)

The amount of any Losses that are subject to indemnification, payment or reimbursement under this Section 9 shall be reduced by an amount equal to any actual cash Tax saving which is reasonably expected to arise to the Indemnified Party (in the accounting period in which the relevant Loss arose) as a result of such Losses.

(e)

Subject always to the requirements of the R&W Insurance Policy which shall control, nothing in this Agreement shall be deemed to eliminate or otherwise limit any duty to mitigate Losses under applicable law. Notwithstanding anything to the contrary contained herein, except in the case of fraud, willful breach or intentional misrepresentation, the R&W Insurance Policy shall following Closing be the sole recourse for recovery of any Loss suffered or incurred by the Indemnified Parties in connection with any breach or inaccuracy of any of the Sellers’ or the Company’s representations and warranties, other than with respect to a Non-Covered Tax in the case of Fundamental Representations and in respect of the matters set forth in Section 9.2(a) or (c), for which for which the R&W Insurance Policy shall be the initial source of recourse. In furtherance of the foregoing, the Indemnified Parties shall seek to recover all Losses in respect of breaches of Fundamental Representations and in respect of the matters set forth in Section 9.2(a) in the following order: (i) first, under the R&W Insurance Policy (to the extent such Losses are actually covered under the R&W Insurance Policy) up to the full amount that can be, as applicable for the relevant Loss, recovered under the R&W Insurance Policy); and (ii) second, (to the extent such Losses are not covered under the R&W Insurance Policy) from the Sellers or the applicable Seller.

(f)

Notwithstanding anything in this Agreement to the contrary, in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Section 9 to the extent such Losses were taken into account in the determination of the Purchase Price and/or the Final Adjustment Report in each case pursuant to ‎Section 2.6(c).

(g)

Notwithstanding anything herein to the contrary, except in the case of fraud, willful breach or intentional misrepresentation, a Seller’s liability in respect of Losses arising out of the matters described in this Section 9 shall, in the aggregate, not exceed an amount equal to such Seller’s Relevant Portion of the Purchase Price.

(h)

It is hereby clarified that (i) a Seller shall not be liable for any representations and warranties made by any of the other Sellers in Section ‎3 with respect to themselves or with respect to any act or omission by such other Sellers; and (ii) in the case of any joint liability of the Sellers (including in the case of any breach by the Company of the Pre-Closing Covenants or Fundamental Representations), each Seller’s liability shall be limited to its pro rata portion of the Loss calculated on such Seller’s Relevant Portion of the Purchase Price.

(i)

Notwithstanding anything herein to the contrary, an Indemnifying Party’s indemnification obligations pursuant to Section 9.2 (for the purposes of determining the calculation of the Losses attributable to such inaccuracy or breach) shall be determined without giving effect to any qualification or exception with respect to “material,” “materiality,” “materially,” “Material Adverse Effect” or similar language with respect to materiality contained in any representation or warranty set forth in Sections 3, 4 or 5, as applicable; provided, however, that such qualifications will not be disregarded with respect to the definition of “Material Contract”, “Material Customer”, “Material Supplier” or Section 4.9(b).

(j)

Notwithstanding anything to the contrary herein, where the Purchaser seeks to recover from the Sellers in respect of its own Loss, any “Loss” to the Company shall also be a corresponding “Loss” to the Purchaser in accordance with its proportional ownership of the Company's share capital, on a fully-diluted basis, provided however, that with respect to any Loss which was discovered after Closing but prior to the purchase of additional shares of the Company by the Purchaser (“Incremental Shares”), but became payable under Section 9 hereof after the purchase of such Incremental Shares, the amount of the Loss recoverable by the Purchaser from the Sellers shall be reduced to the extent that it was already taken into account in calculating the purchase price of such Incremental Shares (including in any applicable calculation of EBITDA, Cash, Indebtedness or Net Working Capital).

(k)

Any waiver by the Purchaser of its rights pursuant to Sections 7.2(a) and 7.2(b), on the one hand, or by a Seller of its rights pursuant to Sections 7.3(a) and 7.3(b), on the other hand, shall not limit the right of an Indemnified Party to seek indemnification under the R&W Insurance Policy or this Section 9 (as applicable) in accordance with the terms of the R&W Insurance Policy and/or this Section 9 (as applicable).

9.5

Indemnification Procedures.

(a)

All claims for indemnification pursuant to this ‎Section 9 shall be made in accordance with the procedures set forth in this ‎Section 9.5. A Person entitled to assert a claim for indemnification (a “Claim”) pursuant to this ‎Section 9 (an “Indemnified Party”) shall give the Indemnifying Party written notice of any such Claim (a “Claim Notice”), which notice shall include (to the extent available) a description in reasonable detail of (i) the basis for, and nature of, such Claim, including the facts constituting the basis for such Claim, and (ii) the estimated amount of the Losses that have been or may be sustained by the Indemnified Party in connection with such Claim, in each case to the extent known or determinable at such time. Any Claim Notice shall be given by the Indemnified Party to the Indemnifying Party, (A) in the case of a Claim in connection with any Proceeding made or brought by any Person (other than a the Purchaser Indemnitee or a Seller Indemnitee in connection with this Agreement) against such Indemnified Party (a “Third Party Claim”), promptly, but in any event not later than twenty (20) Business Days, following receipt of notice of the assertion or commencement of such Legal Proceeding, and (B) in the case of a Claim other than a Third Party Claim (a “Direct Claim”), promptly, but in any event not later than twenty (20) Business Days, after the Indemnified Party becomes aware of the facts constituting the basis for such Direct Claim; provided, however, that no failure to give such prompt written notice shall relieve the Indemnifying Party of any of its indemnification obligations hereunder except and only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party and Indemnified Party will cooperate in good faith to resolve any such Claim. For the purposes of this Agreement, “Indemnifying Party” means the Purchaser (in the case of a claim for indemnification by the Seller Indemnitee) or the Sellers (in the case of a claim for indemnification by the Purchaser Indemnitee). A Claim Notice may be updated and amended from time to time by delivering an updated or amended Claim Notice to the Indemnifying Party, so long as such update or amendment only asserts bases for Losses reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Notice. All Claims properly set forth in an original Claim Notice or any update or amendment thereto shall remain outstanding until such Claims for Losses have been finally resolved or satisfied. For the avoidance of doubt, for all purposes under this Section 9, with respect to any communication or notice (including delivery and receipt of any Claim Notice): (i) the Purchaser Indemnitees shall only be required to interact and correspond with the Sellers’ Representative (on behalf of the Sellers) and (ii) the Seller Indemnitees shall act, correspond and interact solely through the Sellers’ Representative (who shall act on behalf of the Sellers collectively).

(b)	With respect to any Direct Claim:


	(i)	in the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Notice, the Indemnifying Party shall, within thirty (30) Business Days after receipt by the Indemnifying Party of such Claim Notice, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnified Party shall, within the twenty (20) Business Day period beginning on the date of receipt by the Indemnified Party of such objection and prior to complying with the dispute resolution process set forth in Section 10.3, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum of agreement setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to refer such dispute to the LCIA in accordance with Section 10.3; and

(ii)

Claims for Losses specified in any Claim Notice to which an Indemnifying Party shall not object in writing within thirty (30) Business Days of receipt of such Claim Notice, claims for Losses covered by a memorandum of agreement of the nature described in Section 9.5(b)(i), and claims for Losses the validity and amount of which have been the subject of judicial determination as described in Section 9.5(b)(i) are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days of the determination of the amount of any Agreed Claim (or at such other time as the Indemnified Party and the Indemnifying Party shall agree), the Indemnifying Party shall pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment.

(c)

Subject to the terms of the R&W Insurance Policy, with respect to any Third Party Claim (other than a Tax Claim), the Indemnifying Party shall have the right, by giving written notice to the Indemnified Party within thirty (30) days after delivery of the Claim Notice with respect to such Third Party Claim, to assume control of the defense, settlement, adjustment or compromise of such Third Party Claim at the Indemnifying Party’s expense with counsel of its choosing, and the Indemnified Party shall cooperate in good faith in such defense. The Indemnified Party or Indemnifying Party, as the case may be, that is not controlling such defense shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim (other than a Tax Claim) with counsel selected by it. If the Indemnifying Party elects not to control the defense of such Third Party Claim (including by failing to promptly notify the Indemnified Party in writing of its election to control such defense in accordance with this Section 9.5(c)), the Indemnified Party may control the defense of such Third Party Claim with counsel of its choosing, and the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction in which the Indemnified Party reasonably determines counsel is required. Each of the Purchaser and the Sellers shall reasonably cooperate with each other in connection with the defense of any Third-Party Claim, including by retaining and providing to the party controlling such defense records and information that are reasonably relevant to such Third-Party Claim and making available employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. The Indemnified Party or Indemnifying Party, as the case may be, that is controlling such defense shall keep the other Party reasonably advised of the status of such Proceeding and the defense thereof. Subject to the limitation of liability pursuant to Section 9.4(g) and Section 9.4, any assumption by the Indemnifying Party of the defense of a Third-Party Claim with the Section 9.4(g) shall constitute an admission of liability in respect of any Losses arising to the Company under the Third-Party Claim,.

(d)

Notwithstanding anything in this Agreement to the contrary, (i) an Indemnifying Party shall not agree to any settlement of any Third Party Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed, unless such settlement would (A) include a complete and unconditional release of each Indemnified Party from all Liabilities or obligations with respect thereto, (B) not impose any Liability or obligation (including any equitable remedies) on the Indemnified Party, and (C) not involve a finding or admission of any wrongdoing or liability on the part of the Indemnified Party; and (ii) an Indemnified Party shall not agree to any settlement of a Third Party Claim without the prior written consent (such consent shall not be unreasonably withheld, delayed or conditioned) of the Indemnifying Party.

(e)	Tax Treatment of Indemnification Payments. Subject to Section 9.6 below, all indemnification payments made under this ‎Section 9 shall be deemed adjustments to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.

9.6

Payments.


(a)	Any amount payable under this Agreement shall be made in full free from any deduction or withholding whatsoever, except as required by applicable law.

9.7

Exclusive Remedy; No Duplication; Right of Set-off.

(a)

From and after the Closing, except in the case of (A) fraud, willful breach or intentional misrepresentation or (B) for the avoidance of doubt, claims arising out of the Shareholders’ Agreement (i) this Section 9 shall be the sole and exclusive remedy of the Indemnified Parties (including the Purchaser and the Sellers) in connection with this Agreement and the transactions contemplated hereby; (ii) neither the Purchaser nor the Sellers shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Purchased Shares pursuant hereto, except pursuant to the indemnification provisions set forth in this ‎Section 9; and (iii) each party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to the subject matter of this Agreement, in each case, that it may have against the other party and such party’s Affiliates and representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this Section 9; provided, however, that nothing in this ‎Section 9.7 shall limit the rights or remedies of, or constitute a waiver of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) ‎Sections 2.7 or ‎10.9; and provided, further, that nothing herein shall prevent, limit or otherwise effect the Purchaser Indemnitee from seeking recovery, or recovering, under the R&W Insurance Policy in accordance with its terms.

(b)

The parties agree that nothing in this Section 9 shall limit or in any way restrict either party’s right to bring a claim until the latest time permitted by applicable Law based on the fraud, willful breach or intentional misrepresentation of any other Person against such Person in respect of any representation and warranty contained in Sections 3 through 5 at any time following the Closing (which claim, for the avoidance of doubt, may only be brought in respect of the representation and warranty with respect to which the fraud, willful breach or intentional misrepresentation of such Person is being claimed).

(c)

No Indemnitee shall be entitled to double recovery for any Losses even though such Losses may have resulted from the breach of more than one of the representations, warranties, covenants or agreements set forth in this Agreement (it being acknowledged and agreed that the purpose of this Section 9.7(c) is to avoid “double counting”). Notwithstanding anything to the contrary contained herein, no Indemnitee shall be entitled to indemnification for any amount that was accounted for in the calculation of Net Working Capital, Cash or Indebtedness pursuant to Section 2.7. For avoidance of doubt, no Indemnitee shall be entitled to double recovery for any amount indemnifiable pursuant to Section 9, even though such amount may be indemnifiable under any other provision of this Agreement.

(d)

With respect to any amounts determined pursuant to this Section 9, and subject to any obligations under this Agreement in respect of recovery under the R&W Insurance Policy, to be owed by an Indemnifying Party to an Indemnified Party, a the Indemnified Party shall have the option (without prejudice to any other rights it has under this Agreement), but not the obligation, to set-off against any such indemnified amounts against amounts payable to the applicable Indemnifying Party under this Agreement or the Shareholders’ Agreement, including, without limitation, the Earnout Payments, the Initial BF Call Option Price (as defined in the Shareholders’ Agreement) or the Deferred Closing Price (as defined in the Shareholders’ Agreement) or to direct the Company to pay to the Indemnified Party by the Indemnifying Party’s entitlement to any dividend which has been declared. To the extent such amounts are set off by the Indemnified Party, such Indemnified Party shall for all purposes be deemed to have paid such amounts off set under the applicable agreements for all purposes thereunder.

(e)

No Contribution. No Indemnified Party shall have any right of contribution, indemnification or right of advancement, reimbursement or restitution from or against any member of the Company Group or with respect to any Loss claimed by such Indemnified Party, irrespective of whether such claim results from an action or inaction by any member of the Company Group.

10.

MISCELLANEOUS


	10.1	Amendment.

Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed, in the case of an amendment, discharge or termination, by the Sellers’ Representative, the Company and the Purchaser, or in the case of a waiver, by the party against whom the waiver is to be effective.

10.2

Notices.

All notices, requests, claims, demands, waivers and other communications required or permitted hereunder shall be deemed to have been duly given if in writing and if mailed by registered or certified mail, postage prepaid, sent by electronic mail (and in the case or electronic mail, with copies by overnight courier service or registered mail) or otherwise delivered by hand or by messenger addressed:

(a)	if to the Sellers or the Company (prior to the Closing) or the Sellers’ Representative, to:

FF3 Holdings, L.P.

30 Ha’arbaa Street, Tel Aviv Israel

Attention: Marc Lesnick

Email: marc@ffcapital.com

or at such other address as the Sellers shall have furnished to the Purchaser, with a copy to (which shall not constitute notice):

Gornitzky & Co., Advocates and Notaries

Vitania Tel-Aviv Tower

20 Ha’Harash Street

Tel Aviv, Israel 6761310

Attn: Chaim Friedland, Adv. and Assaf Harel, Adv.

E-mail: friedland@gornitzky.com, assafh@gornitzky.com

(b)	if to the Purchaser or the Substitute Purchaser and the Company (following the Closing), to:

Bel Fuse Inc.

300 Executive Drive

Suite 300

West Orange, NJ 07052Attn: Sejal Mukherjee

E-mail: sejal.mukherjee@belf.com

or at such other address as the Purchaser and/or the Substitute Purchaser (as applicable) shall have furnished to the Sellers, with a copy to (which shall not constitute notice):

White & Case LLP

5 Old Broad Street

EC2N 1DW, London, UK

Attn: Ferdinand Mason, Daniel Turgel and Alex Woodfield

E-mail: ferdinand.mason@whitecase.com, daniel.turgel@whitecase.com and alex.woodfield@whitecase.com

and the Substitute Purchaser (if notice of a Substitute Purchaser has been given).

Each such notice or other communication shall be in writing and shall be deemed to have been given (a) when delivered by hand or by messenger (with written confirmation of receipt); (b) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third (3^rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices sent by multiple means, each of which is in compliance with the provisions of this Agreement will be deemed to have been received at the earliest time provided for by this Agreement.

10.3

Governing Law and Settlement of Disputes.


(a)	This Agreement and all non-contractual obligations arising out of or in connection with this Agreement are governed by and shall be construed in accordance with the laws of the State of Israel.

(b)

Any claim, dispute or difference of whatever nature arising under or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non contractual obligations arising out of or in connection with this Agreement) (a “Dispute”) shall be resolved in accordance with this Section 10.3.

(c)	Any party may notify the other parties in writing of a Dispute (a “Dispute Notice”), whereupon the parties shall attempt to resolve the Dispute.

(d)

All Disputes that remain unresolved at least twenty (20) Business Days following the date of the service of the Dispute Notice shall be referred upon the application of any party to, and finally settled by, arbitration in accordance with the London Court of International Arbitration (“LCIA”) Rules (the “Rules”) as in force at the date of this Agreement and as modified by this Section 10.3, which Rules are deemed incorporated into this Section 10.3. The number of arbitrators shall be three (3), one (1) of whom shall be nominated by the claimant(s), one (1) by the respondent(s) who shall be nominated within twenty (20) Business Days of the nomination of the claimant-nominated arbitrator, and the third of whom, who shall act as presiding arbitrator, shall be nominated by the two (2) party nominated arbitrators, provided that if the third arbitrator has not been nominated within twenty (20) Business Days of the nomination of the second party nominated arbitrator, such third arbitrator shall be appointed by the LCIA. The seat of arbitration shall be London, England and the language of arbitration shall be English.

(e)

The arbitrators shall have the power to grant any legal or equitable remedy or relief available under applicable law, including injunctive relief (whether interim or final) and specific performance and any measures ordered by the arbitrators may be enforced by any competent judicial authority. Notwithstanding any contrary provision in this Section 10.3(e) or in the Rules, the Parties agree that:


	(i)	no party may have recourse to any competent judicial authority: (i) for determination by that competent judicial authority of any question of law arising in the course of the arbitration; or (ii) to appeal to that competent judicial authority any question of law arising out of any award made in the arbitration; and


	(ii)	any party may otherwise apply to any competent judicial authority for interim or conservatory measures before the arbitral tribunal is appointed, and in appropriate circumstances even thereafter, provided that the application of a party to a judicial authority for such measures or for the implementation of any such measures ordered by an arbitral tribunal shall not be deemed to be an infringement or a waiver of this arbitration agreement and shall not affect the relevant powers reserved to the arbitral tribunal.

(f)	The parties agree that an arbitral tribunal appointed hereunder or under the Shareholders’ Agreement may exercise jurisdiction with respect to both this Agreement and the Shareholders’ Agreement.

(g)	The governing law of this arbitration agreement shall be the laws of the State of Israel.

10.4

Sellers’ Representative

(a)

Appointment; Acceptance. Each of the Sellers, Company Optionholders, and the Company Warrantholder, by virtue of executing this Agreement or approving this Agreement by executing the Option Holder Acknowledgement or Warrant Cancellation Agreement (as applicable), shall be deemed to have irrevocably appointed FF3 and its successors to serve as its representative (the “Sellers’ Representative”) (and by FF3’s execution of this Agreement as Sellers’ Representative, Sellers’ Representative hereby accepts such appointment and authorization as the Sellers’ Representative in accordance with the terms of this Agreement) as such Sellers’, Company Optionholders’ and Company Warrantholder’s attorney-in-fact and agent hereunder to (a) act in such Seller’s, Company Optionholders’ and Company Warrantholder’s name, place, and stead in connection with the transactions and agreements contemplated by this Agreement and any other Transaction Documents, in accordance with the terms and provisions herein and therein, (b) execute and deliver this Agreement, the Paying Agent Agreement, and the Escrow Agreement, as the Sellers’ Representative, and exercise all or any of the powers, authority, and discretion conferred on the Sellers’ Representative under this Agreement, the Paying Agent Agreement and the Escrow Agreement; (c) act on behalf of the Sellers, Company Optionholders and Company Warrantholder in any Proceeding involving the transactions and agreements contemplated by this Agreement and any other Transaction Documents, and (c) do or refrain from doing all such further acts and things, and execute all such documents as the Sellers’ Representative shall deem necessary or appropriate in connection with the transactions and agreements contemplated by this Agreement and any other Transaction Documents.

(b)

Authority. Without limiting the generality of Section 10.4(a), the powers of the Sellers’ Representative shall include the power to: enter into an agreement and to retain a firm or consultant to assist the Sellers’ Representative or to perform the duties of the Sellers’ Representative as requested from time to time by the Sellers’ Representative; and to represent the Sellers, Company Optionholders and Company Warrantholder with respect to all aspects of this Agreement, the Paying Agent Agreement, the Escrow Agreement and any other Transaction Documents, which power shall include the power to:


	(i)	prepare, finalize, approve, authorize, execute and deliver all exhibits, schedules, amendments, waivers, ancillary agreements, certificates and other attachments and documents to this Agreement and all other Contracts and other documents required to be delivered by the Sellers, Company Optionholders and Company Warrantholder pursuant to this Agreement (the “Seller Delivered Agreements”);

(ii)

without derogating from Section 9.2, act for the Sellers, Company Optionholders and Company Warrantholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to defend, negotiate, settle, compromise or take any and all other actions with respect to any indemnity claim under this Agreement on behalf of the Sellers, the Company Optionholders and the Company Warrantholder, through counsel selected by the Sellers’ Representative and solely at the cost, risk, and expense of the Sellers, Company Optionholders and Company Warrantholder;

(iii)

amend, waive, modify or supplement this Agreement or any other Transaction Document (or provisions thereof) as the Sellers’ Representative deems necessary or appropriate (whether prior to, at or after the Closing) and to otherwise execute and deliver all such amendments, waivers, modifications or supplements relating to the foregoing;

(iv)

receive funds for the payment of expenses of the Sellers, Company Optionholders and Company Warrantholder and apply such payments in payment for such expenses;

(v)

act for the Sellers, Company Optionholders and Company Warrantholder with regard to matters pertaining to the determination of the Closing Date adjustments pursuant to Section 2.7;

(vi)

consult with legal counsel, independent public accountants, and other experts selected by it, at the cost and expense of the Sellers, Company Optionholders and Company Warrantholder.

(vii)

waive any terms and conditions of this Agreement, the Paying Agent Agreement or the Escrow Agreement providing rights or benefits to the Sellers, Company Optionholders and Company Warrantholder, in accordance with the terms of such agreements.

(viii)

do or refrain from doing any further act or deed on behalf of the Sellers, Company Optionholders and Company Warrantholder that the Sellers’ Representative deems necessary or appropriate in their sole discretion relating to the subject matter of this Agreement and the Transaction Documents as fully and completely as the Sellers, Company Optionholders and Company Warrantholder could do if personally present;

(ix)

give or receive any notice or instruction permitted or required under this Agreement, the Paying Agent Agreement, or the Escrow Agreement, or any other agreement, document, or instrument entered into or executed in connection with this Agreement, to be given or received by the Sellers’ Representative or any Seller, Company Optionholders or the Company Warrantholder, and each of them (other than notice for service of process relating to any action before a court or other tribunal of competent jurisdiction, which notice must be given to each Seller, Company Optionholders or the Company Warrantholder individually, as applicable); and

(x)

take any actions on behalf of the Sellers, Company Optionholders and Company Warrantholder in regard to such other matters as are reasonably necessary for the consummation of this Agreement and the Transaction Documents, and the transactions contemplated thereunder or as the Sellers’ Representative reasonably believes are in the best interests of the Sellers, Company Optionholders and Company Warrantholder.

(c)

Effectiveness. The authorization of the Sellers’ Representative shall be effective until its rights and obligations under this Agreement terminate by virtue of (a) Sellers’ Representative’s resignation in accordance with Section 10.4(e) herein, or (b) the termination of this Agreement and any and all of the obligations of the Sellers, Company Optionholders and Company Warrantholder to the Purchaser under the Seller Delivered Agreements.

(d)

Indemnification; Fees and Expenses. The Sellers’ Representative shall serve in such capacity solely for the purpose of administrative convenience and shall incur no liability of any kind with respect to any action or omission by the Sellers’ Representative in connection with the Sellers’ Representative’s services pursuant to this Agreement, except in the event of liability resulting from the Sellers’ Representative’s fraud or willful misconduct. The Sellers, Company Optionholders and Company Warrantholder, jointly and severally in accordance with their respective Relevant Portion of the Purchase Price, shall indemnify, defend and hold harmless the Sellers’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expenses of document location, duplication and shipment) (collectively, “Sellers’ Representative Losses”) arising out of or in connection with the Sellers’ Representative’s execution and performance of this Agreement, in each case as such Sellers’ Representative Loss is suffered or incurred. In no event shall the Sellers’ Representative be required to advance its own funds on behalf of the Sellers, Company Optionholders and Company Warrantholder or otherwise. The foregoing indemnities shall survive the resignation or removal of the Sellers’ Representative or the termination of this Agreement.

(e)

Resignation; Successor. The Sellers’ Representative may resign and be discharged from its duties and obligations under this Agreement by giving notice and specifying a date (which date shall be the later of the date specified in the notice and five (5) Business Days after deemed receipt) on which such resignation shall take effect or be removed by the Sellers. In such event, such Person which Sellers’ Representative designates in writing shall be appointed as the successor Sellers’ Representative.

10.5

Successors and Assigns.

100

(a)

This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other; provided that the Purchaser may assign in whole or in part its rights, interests and obligations hereunder (a) to any one or more direct or indirect wholly owned Subsidiaries of the Purchaser or to any Affiliates of which the Purchaser is a direct or indirect wholly owned Subsidiary; and (b) in connection with the transfer by the Purchaser of all or substantially all of the shares and/or assets of the Company and or its Subsidiaries, and/or (c) for collateral security purposes, but such assignment shall not release the Purchaser from its obligations hereunder. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.

(b)

The Purchaser may by notice to the Sellers’ Representative, nominate an entity to replace the Purchaser in respect of its rights and obligations under this Agreement (the “Substitute Purchaser”) by way of a novation, provided that the Purchaser shall remain liable for all its representations, warranties, covenants, agreements, undertakings, and obligations hereunder.

10.6

Entire Agreement.

This Agreement, including the exhibits, annexes and Disclosure Schedule attached hereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof and supersedes all prior agreements and understandings, oral and written, with respect hereto and thereto. This Section 10.6 shall not be deemed to be an admission or acknowledgement by any of the parties hereto that any prior agreements or understandings, oral or written, with respect to the subject matter hereof exist. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof, representations or covenants except as specifically set forth herein.

10.7

Severability.

If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable term, provision, covenant or restriction or any portion thereof had never been contained herein. The balance of this Agreement shall be enforceable in accordance with its terms.

10.8

Counterparts.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

10.9

Remedies; Specific Performance.

101

It is agreed and understood that: (i) each party hereto may be irreparably damaged in the event the provisions of this Agreement to be performed after the Closing are not performed by the parties hereto in accordance with their specific terms or were otherwise breached or threatened to be breached; (ii) monetary damages may not adequately compensate an injured party for the breach of this Agreement by any other party; (iii) this Agreement shall be specifically enforceable; and (iv) any breach or threatened breach of this Agreement may be the proper subject of a temporary or permanent injunction or restraining order to prevent breaches hereof and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which any party hereto may be entitled at law or in equity as a remedy for any such breach or threatened breach. This Section 10.9 shall not affect or limit, and the injunctive relief provided in this Section 10.9 shall be in addition to, any other remedies available to the parties hereto at law or in equity or in arbitration for any breach of this Agreement by any party hereto, including the right to recover Losses as provided in Section 9.

10.10

No Third-Party Beneficiaries.

Except as set forth in Section 6.12(c), Section 9 and Section 10.12, nothing in this Agreement, express or implied, shall give or confer any rights or remedies to or upon any Person other than the parties hereto and their respective successors and permitted assigns.

10.11

Waivers.

No failure or delay of a party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of any party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

10.12

Set-off

Save as expressly provided for in Section 9.7(c), no Party shall have rights of set-off in respect of amounts payable to the other pursuant to this Agreement.

10.13

Privilege; Counsel.

Gornitzky & Co. (“Sellers’ Counsel”) has been engaged by the Sellers to represent them in connection with the Acquisition. The Purchaser, on its behalf and on behalf of its Affiliates (including from and after the Closing, the Company Group), and each of their successors and assigns (all such parties, the “Waiving Parties”) hereby (a) agrees that, in the event that a dispute arises after the Closing between the Purchaser or any of its Affiliates, on the one hand, and a Seller or a Seller Related Party, on the other hand, Sellers’ Counsel may represent such Seller or Seller Related Party in such dispute even though the interests of such Seller or Seller Related Party may be directly adverse to the Purchaser, any member of the Company Group or any of their respective Affiliates and even though Sellers’ Counsel may have represented a member of the Company Group in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser or any member of the Company Group and (b) waives any actual or potential conflict in connection therewith or relating thereto. The Purchaser acknowledges that the foregoing provision applies whether or not Sellers’ Counsel provides legal services to any member of the Company Group after the Closing. The Purchaser (on its behalf and on behalf of the Waiving Parties) further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications among Sellers’ Counsel, any member of the Company Group or the Sellers (including any of the Seller Related Parties) that relate in any way to this Agreement or the transactions contemplated hereby, including the Acquisition, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and shall be controlled by the Sellers and shall not pass to or be claimed by the Purchaser, any member of the Company Group or any of their respective Affiliates. The Purchaser (on its behalf and on behalf of the Waiving Parties) further understands and agrees that the parties have each undertaken commercially reasonable efforts to prevent the disclosure of attorney-client privileged information. Notwithstanding those efforts, the Purchaser (on its behalf and on behalf of the Waiving Parties) further understands and agrees that the consummation of the Acquisition may result in the inadvertent disclosure of information that may be subject to a claim of attorney-client privilege. The Purchaser (on its behalf and on behalf of the Waiving Parties) further understands and agrees that any disclosure of information that may be subject to a claim of attorney-client privilege will not prejudice or otherwise constitute a waiver of any claim of attorney-client privilege. The Purchaser (on its behalf and on behalf of the Waiving Parties) agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed attorney-client privileged information to the appropriate Person or promptly destroy copies of such information upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any member of the Company Group or any of their respective Affiliates and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Sellers. Sellers’ Counsel shall be a third party beneficiary of this Agreement for purposes of this. Section 10.12.

102

10.14

Release.

(a)

Effective immediately upon the Closing, (a) the Company, on behalf of itself and its Subsidiaries and each of its current and former officers, directors, employees, general and limited partners, members, shareholders, equityholders, representatives, successors and assigns (each a “Company Releasing Person”), hereby irrevocably and unconditionally releases and forever discharges each of the Sellers and their respective Affiliates and each of their respective current and former officers, directors, employees, general and limited partners, members, shareholders, equityholders, representatives, successors and assigns (each a “Seller Released Person”) of and from actions, causes of action, suits, proceedings, executions, judgments, duties, Liabilities, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims, causes of actions and demands whatsoever, whether in Law or in equity, of any kind and nature whatsoever, fixed or contingent, known or unknown, liquidated or unliquidated, which each Company Releasing Person may have against each Seller Released Person, now or in the future, in each case, in respect of any cause, matter or thing relating to any of the Seller Released Person occurring or arising on or prior to the Closing Date, and (b) each Seller, on behalf of itself, himself or herself and his or her Affiliates, and each of their respective successors and assigns (each, a “Seller Releasing Person”), hereby releases, waives, acquits and forever discharges, to the fullest extent permitted by Law, the Company Group and each of their respective managers, officers, directors and employees (each, a “Company Released Person”, and together with the Seller Released Person, “Released Person”) of, from and against any and all claims, demands, rights, actions, suits, proceedings, liabilities, obligations and causes of action of any kind and nature whatsoever, fixed or contingent, known or unknown, liquidated or unliquidated, that any Seller Releasing Person or any Person claiming through or under a Seller Releasing Person ever had, now has or may have, solely as a shareholder of the Company, on or by reason of any matter, cause or thing whatsoever on, or prior to, the Closing Date related to the Company Group, including, without limitation, (i) arising out of, or based upon, the discussions, negotiation or preparation of this Agreement, (ii) arising out of, or relating to, the organization, management or operation of the businesses of any member of the Company Group relating to any matter, occurrence, action or activity on, or prior to, the Closing Date, (iii) any rights the Sellers may have under the certificate of incorporation, bylaws or any other governing documents, individually or in the aggregate, (collectively, the “Charter Documents”) of the members of the Company Group, and (iv) arising out of, related to, or based upon, the Sellers’ direct or indirect ownership of the equity securities of the Company Group. Notwithstanding the foregoing, no Seller Releasing Person releases (A) any of its, his or her rights contained in or arising under this Agreement or any other agreement, certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, or in the Charter Documents; (B) any of its, his, or her rights in his or her capacity as a director or officer of the Company Group, or in any director and officer indemnification agreement executed with any member of the Company Group and any rights under any insurance policy, including, without limitation, the D&O Tail Policy (C) any rights or claims a Seller may have solely in such Seller’s capacity as an employee of any member of the Company Group or (D) any rights under of the Sellers or any affiliate thereof under the Contracts as set forth in in Schedule 4.20 of the Disclosure Schedule. Each Seller Releasing Person and Company Releasing Person agrees not to, and agrees to cause its, his or her equityholders, subsidiaries, Affiliates and representatives, and each of their respective successors and assigns, not to, assert any Claim against any of the Released Person that is released pursuant to this Section.

103

(b)	Notwithstanding anything herein or otherwise to the contrary, the release contained in this Section 10.14 will not be effective so as to benefit a particular Released Party in connection with any matter or event that involved fraud, intentional misrepresentation or willful misconduct on the part of such Released Party.

104

IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement as of the date first above written.

SELLERS:

FF3 HOLDINGS, L.P.

By its General Partner: Fortissimo Captial Fund III GP, L.P.

By its General Partner: Fortissimo Capital 3 Management (GP) Ltd

By: /s/ Marc Lesnick

Name: Marc Lesnick

Title: Authorized Signatory

[Signature Page to Share Purchase Agreement]

SELLERS:

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Dan Arnhols

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Gil Barak

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Zohar Birman

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Paul Brian

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Ran Rux

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Tomer Eshed

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Yael Yaish

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Ron Mohel

By: /s/ Marc Lesnick

Marc Lesnick as proxy for Adam Owsianko

[Signature Page to Share Purchase Agreement]

PURCHASER:

BEL FUSE INC.

By:/s/ Daniel Bernstein

Name: Daniel Bernstein

Title: President and CEO

[Signature Page to Share Purchase Agreement]

COMPANY:

ENERCON TECHNOLOGIES LTD.

By: /s/ Yochai Hacohen

Name: Yochai Hacohen

Title: Director

[Signature Page to Share Purchase Agreement]

Exhibit 10.1

Dated [●] 2024

Shareholders’ Agreement

between

[Bel Fuse Inc.]

as Shareholder

FF3 Holdings, LP.

as Shareholder

Enercon Technologies Ltd.

as Company

Table of Contents
		Page
1	Interpretation	1
2	The Business of the Company	7
3	Director Appointments	8
4	Option Protection Matters	8
5	Limited Activities	9
6	Finance	10
7	Shareholder Loans	10
8	Access to Information	11
9	Registration Rights	12
10	Dividend Policy	24
11	Transfer Events	24
12	Initial Call Option	25
13	Deferred Closing Options	27
14	Optionholders and Warrant Holder	29
15	Expert	30
16	Fair Value	31
17	Termination and Liquidation	32
18	Completion of Share Transfers	32
19	Effect of Deed of Adherence	33
20	Anti‑Bribery and Improper Payments	34
21	Incorporation and Authority	34
22	Conflict with Articles	35
23	Confidentiality	35
24	Announcements	36
25	Assignment	36
26	Further Assurance	36
27	Entire Agreement	37
28	Severance and Validity	37
29	Variations	37
30	Amendments, Remedies and Waivers	37
31	Third Party Rights	38
32	Costs and Expenses	38
33	Notices	38
34	No Partnership or Agency	39
35	Counterparts	39

36	Governing Law and Jurisdiction	39
Schedule 1	Form of Deed of Adherence	41
Schedule 2	Initial BF Call Option Price	42
Schedule 3	Deferred Closing Price	44
Schedule 4	Option Protection Matters	47
Schedule 5	Restricted Investments	48

This Deed is made on [●] 2024

Between:

1.	[Bel Fuse Inc.] (the “BF Party”);^[1]

2.	FF3 Holdings, LP., a limited partnership formed under the laws of the Cayman Islands (the “FF Party”); and

3.	Enercon Technologies Ltd., a company organised under the laws of the State of Israel (the “Company”).

Whereas:

A.	As at the date of this Agreement, the BF Party is the holder of [●] percent ([●]%) of the issued share capital of the Company, and the FF Party is the holder of [●] percent ([●]%) of the issued share capital of the Company.

B.	The BF Party and FF Party have agreed to enter into this Agreement in order to govern their relationship as shareholders in the Company and the management and the affairs of the Company.

It is agreed:

1.	Interpretation

1.1	In this Agreement:

“2026 EBITDA” has the meaning given to such term in the Share Purchase Agreement;

“Acceleration Event” has the meaning given in Clause 13.13;

“Additional Funding” has the meaning given in Clause 6 (Finance);

“Affiliate” has the meaning given to such term in the Share Purchase Agreement;

“Agents” means, in relation to a person, that person’s (and members of its Shareholder Group’s) directors, officers, employees, advisers, agents, lenders and representatives;

“Anti-Bribery Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (ii) the UK Bribery Act 2010, (iii) Sections 291 and 291A of the Israeli Penal Law, 1967, (iv) any applicable laws promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on 17 December 1997, (v) the (Indian) Prevention of Corruption Act, 1988 and the (Indian) Prevention of Money Laundering Act, 2002 and (vi) any other applicable laws relating to bribery or corruption, including books and records offences relating directly or indirectly to a bribe;

“Articles” means the articles of association of the Company, as amended from time to time;

“Associated Person” has the meaning given in Clause 20.1;

“Board” means the board of Directors as constituted from time to time;

“Business” has the meaning given in Clause 2.1;

^[1] Note: Identity of BF Purchaser vehicle to be inserted prior to Closing.

Business Day” means any day other than a Friday, Saturday, Sunday or a day on which banking institutions located in Tel Aviv, Israel or in the State of New York, are authorized or required by law or other governmental action to close;

“Cash” the meaning given to such term in the Share Purchase Agreement;

“Closing” has the meaning given to such term in the Share Purchase Agreement;

“Closing Date” has the meaning given to such term in the Share Purchase Agreement;

“Chairman” means the chairman from time to time of the Board;

“Company” has the meaning given in the Parties clause;

“Company Options” has the meaning given in the Share Purchase Agreement

“Company Warrantholder” means the holder of the Remaining Warrant.

“Company Vested Optionholders” means any holder of Vested Company Options.

“Continuing Provisions” means Clause 1 (Interpretation), Clause 17 (Termination and Liquidation), Clause 23 (Confidentiality), Clause 24 (Announcements), Clause 25 (Assignment), Clause 27 (Entire Agreement), Clause 28 (Severance and Validity), Clause 29 (Variations), Clause 30 (Remedies and Waivers), Clause 31 (Third Party Rights), Clause 32 (Costs and Expenses), Clause 33 (Notices), Clause 34 (No Partnership or Agency) and Clause 36 (Governing Law and Jurisdiction), all of which shall continue to apply after the termination of this Agreement pursuant to Clause 17 (Termination and Liquidation) without limit in time;

“Control” means, in relation to a person:

(a)

holding or controlling, directly or indirectly, a majority of the voting rights exercisable at shareholder meetings (or the equivalent) of that person; or

(b)

having, directly or indirectly, the right to appoint or remove directors holding a majority of the voting rights exercisable at meetings of the board of directors (or the equivalent) of that person; or

(c)

having directly or indirectly the ability to direct or procure the direction of the management and policies of that person, whether through the ownership of shares, by contract or otherwise,

and:

(i)

the terms “Controlling” and “Controlled” shall be construed accordingly; and

(ii)

a “Change of Control” shall occur if a person who has Control of a corporation ceases to do so or if another person acquires Control of it, in each case other than any reorganisation which does not give rise to a change of the person ultimately Controlling such corporation;

“Covered Employees” has the meaning given in Clause 5.1;

“Deed of Adherence” means a deed of adherence substantially in the form set out in Schedule 1 (Form of Deed of Adherence);

“Defaulting Shareholder” has the meaning given in Clause 11.2;

“Deferred Call Beneficiary” has the meaning given in Clause 13.1.

“Deferred Call Exercise Notice” has the meaning given in Clause 13.5;

“Deferred Call Obligor” has the meaning given in Clause 13.1;

“Deferred Call Option” has the meaning given in Clause 13.1;

“Deferred Call Shares” has the meaning given in Clause 13.1;

“Deferred Closing” has the meaning given in Clause 13.10;

“Deferred Closing Date” has the meaning given in Clause 13.9;

“Deferred Closing Price” has the meaning given in Clause 13.8;

“Deferred Exercise Period” means the period from 1 January 2027 to and including 31 March 2027; provided, however, that where 2026 EBITDA has not been agreed or determined in accordance with the Share Purchase Agreement before 1 March 2027, the Deferred Exercise Period shall continue until 20 Business Days after the date on which 2026 EBITDA is agreed or determined in accordance with the Share Purchase Agreement;

“Deferred Put Beneficiary” has the meaning given in Clause 13.2;

“Deferred Put Exercise Notice” has the meaning given in Clause 13.6;

“Deferred Put Obligor” has the meaning given in Clause 13.2;

“Deferred Put Option” has the meaning given in Clause 13.2;

“Deferred Put Shares” has the meaning given in Clause 13.2;

“Director” means a director of the Company appointed by the FF Party (an “FF Director”) or the BF Party (an “BF Director”) from time to time;

“Disclosure Package” means, with respect to any offering of securities, (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).

“Disposal” means, in relation to a Share, a sale, assignment, transfer, grant of any Encumbrance or declaration of trust over, or other disposal, or grant to any person, of any right or interest in, that Share, and/or in any of the economic or voting rights in relation to decisions of Shareholders or of the Board attached to or derived from that Share, or any agreement (whether conditional or otherwise) to carry out any of the above actions and “Disposing” shall be construed accordingly;

“EBITDA” has the meaning given to such term in the Share Purchase Agreement;

“Encumbrance” means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre-emption right, option, claim, equitable right, power of sale, pledge, retention of title, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the above;

“Expert” means an independent reputable firm of international accountants of appropriate expertise in valuing companies in the same industry as, or a similar industry to, that of the Company and which has no pre-existing and continuing material relationship with the Company or any Significant Shareholder;

“Fair Value” means the value of any Shares as agreed between the parties or as determined in accordance with Clause 16 (Fair Value);

“Financial Year” means a period of twelve (12) months ending on 31 December;

“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.

“Full Title” means, in relation to a Disposal of Shares under this Agreement, that the selling Shareholder shall transfer or procure the transfer of, and confirm that it has the right to transfer or procure the transfer of, legal and beneficial title of the Shares, free from Encumbrances;

“Initial BF Call Option” has the meaning given in Clause 12.1;

“Initial BF Call Option Exercise Period” means the period from and including the Closing Date to and including 28 February 2025;

“Initial BF Call Option Price” has the meaning given in Schedule 2;

“Initial Call Beneficiary” has the meaning given in Clause 12.1;

“Initial Call Closing Date” has the meaning given in Clause 12.6;

“Initial Call Exercise Notice” has the meaning given in Clause 12.3;

“Initial Call Obligor” has the meaning given in Clause 12.1;

“Initial Call Shares” has the meaning given in Clause 12.1;

“JV Group” means the Company and the JV Subsidiaries from time to time;

“JV Group Company” means any of the Company or any JV Subsidiary;

“JV Subsidiary” means any direct or indirect subsidiary of the Company from time to time and “JV Subsidiaries” shall mean all or some of such subsidiaries of the Company (as the context requires);

“Lenders” has the meaning given in Clause 25;

“Loan Offer” has the meaning given in Clause 7.2;

“Loss” or “Losses” means any and all losses, liabilities, actions and claims, including charges, surcharges, costs, damages, fines, penalties, interest and all legal and other professional fees and expenses including, in each case, all related Taxes;

“New Party” has the meaning given in Clause 19.1;

“Nominating Shareholder” means, in relation to a BF Director, the BF Party and, in relation to an FF Director, the FF Party;

“Non-Defaulting Shareholder” has the meaning given in Clause 11.2;

“Notice” has the meaning given in Clause 33.1;

“Notice of Transfer Event” has the meaning given in Clause 11.2;

“Notice to Buy” has the meaning given in Clause 11.6;

“Notice to Sell” has the meaning given in Clause 11.6;

“Official” has the meaning given in Clause 20.1(b)(iii);

“Ongoing Shareholder” has the meaning given in Clause 17.3;

“Option Protection Matters” has the meaning given in Clause 4.1;

“Original FF Directors” has the meaning given in Clause 3.1;

“Original Seller” shall mean (A) any Seller as defined in the Share Purchase Agreement, and (B) any other Person who was a holder of Company Options and became a Shareholder of the Company by exercising such Company Options following the Closing (solely with respect to Shares held by such person as a result of such exercise);

“Party” means a party to this Agreement from time to time;

“Paying Agent” means ESOP Trust & Management Services Ltd. (or such other paying agent as may be agreed between the BF Party and the FF Party);

“Purchaser” has the meaning given in Clause 18.2;

“Related Persons” has the meaning given in Clause 27.4;

“Relevant Party’s Group” means, in relation to a Party, any persons Controlling, Controlled by, or under common Control with, such Party from time to time;

“Relevant Shares” has the meaning given in Clause 16.1;

“Remaining Warrant” means the warrant granted at Closing to Tmura in relation to the Remaining Warrant Shares;

“Remaining Warrant Shares” means 3,000 ordinary shares of the Company issuable upon the exercise in full of the Remaining Warrant.

“Requisite Consents” means requisite third party consents and regulatory approvals which are both mandatory and in respect of which the related notification has suspensory effect;

“Respective Proportion” means, in relation to a Shareholder, the proportion (expressed as a percentage) which the number of Shares held by it bears to the total number of Shares in issue from time to time;

“Restricted Person” means any person who:


	(a)	declines or fails to provide the Company (for itself and on behalf of the other Shareholders) with such evidence as the Company requires for regulatory and compliance purposes in order to satisfy itself as to the identity of all persons proposed to have an interest in Shares;

(b)

is listed in any Sanction List;

(c)

is incorporated in (or is Controlled by entities that are incorporated in) a Sanctioned Jurisdiction; and/or

(d)

the Board believes to be a person with whom a financial institution subject to the laws and regulations of Israel and/or the United States would be acting reasonably in declining to enter into a client relationship with such person only on the basis of prevailing know-your-customer, sanctions, financial crime or other comparable legal or regulatory restrictions;

“Sale Shares” has the meaning given in Clause 11.4;

“Sanctioned Jurisdiction” means a country or territory:


	(a)	that is listed in a Sanction List; and/or

(b)

in respect of which there is some form of financial or economic limitation on other persons or countries dealing with or making payments or deliveries to or receiving payments or deliveries from such country or territory, in terms of the applicable law;

“Sanction List” means any of the sanction lists of Israel, HM Treasury in the United Kingdom, the Bank of England, the European Union, the Office of Foreign Asset Control in the United States of America and/or the United Nations Security Council (each as amended, supplemented or substituted from time to time);

“Seller” has the meaning given in Clause 18.2;

“Shareholder” means the BF Party and FF Party and any holder from time to time of Shares in the Company;

“Shareholder Group” means, in relation to a Party which is a Shareholder, any persons Controlling, Controlled by, or under common Control with, such Shareholder from time to time;

“Shareholder Loans” means any loans advanced to the Company by any Shareholder for the purposes of Clause 7 (Shareholder Loans);

“Shareholder Transfer” has the meaning given in Clause 18.1;

“Share Purchase Agreement” means the share purchase agreement entered into on or around [●] September 2024 between, among others, the BF Party and the FF Party;

“Shares” means the shares in the capital of the Company in issue from time to time;

“Shortfall Funding” has the meaning given in Clause 7.3;

“Significant Shareholder” means any Shareholder holding, together with any members of its Shareholder Group, more than ten percent (10%) of the Shares;

“Tax” or “Taxation” means and includes all forms of taxation and statutory and governmental, state, provincial, local governmental or municipal charges, fees, imports, duties, imposts, contributions and levies, withholdings and deductions, in each case whether of Israel, the United States or elsewhere and whenever imposed and all related penalties, charges, surcharges, sanctions, costs and interest;

“Terminating Shareholder” has the meaning given in Clause 17.3;

“Third Party Purchaser” means a bona fide third party purchaser who is not a Restricted Person;

“Transaction Documents” means this Agreement, the Share Purchase Agreement, and the other documents defined in the Share Purchase Agreement as “Transaction Documents”, and “Transaction Document” shall mean any one of them; and

“Transfer Event” means in relation to a Party, any event specified in Clause 11.1 which occurs in relation to that Party.

“Vested Company Options” means Company Options that were, as of the Closing, and are as of Initial Call Closing Date or Deferred Call Closing Date (as applicable), unexpired, unexercised, vested (after giving effect to any existing acceleration provision or accelerated vesting authorized by resolution of the Board of Directors of the Company prior to Closing) and in the money.

“102 Trustee” means ESOP Management and Trust Services Ltd. (or such other person as may be agreed between the BF Party and the FF Party), acting as the trustee appointed by the board of directors of the Company in accordance with the provisions of Section 102 and approved by the Israel Tax Authority.


1.2	The expression “in the agreed terms” means in the form agreed between the Parties and initialled for the purposes of identification by or on behalf of each of them.

1.3	Any reference to “writing” or “written” means any method of reproducing words in a legible and non‑transitory form (including, for the avoidance of doubt, email).

1.4	References to “include” or “including” are to be construed without limitation.

1.5	References to a “company” include any company, corporation or other corporation wherever and however incorporated or established.

1.6	References to a “person” include any individual, company, partnership, joint venture, firm, association, trust, governmental or regulatory authority or other body or entity (whether or not having separate legal personality).

1.7	The date or the date of service of a notice or other communication given under the provisions of this Agreement shall be the date on which the recipient of the notice shall be deemed to have received it in accordance with Clause 33 (Notices).

1.8	The table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement.

1.9	Unless the context otherwise requires, words in the singular include the plural and vice versa and a reference to any gender includes all other genders.

1.10	References to Clauses, paragraphs and Schedules are to clauses and paragraphs of, and schedules to, this Agreement. The Schedules form part of this Agreement.

1.11

References to any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any subordinate legislation made under the relevant statute or statutory provision.

1.12	The expressions “ordinary course of business” or “business in the ordinary course” mean the ordinary and usual course of business of the JV Group (including in nature and scope) from time to time.

1.13	This Agreement shall be binding on and be for the benefit of the successors of the Parties.

2.	The Business of the Company


2.1	The Parties agree, and each Shareholder shall procure, that the business of the Company and the JV Group (the “Business”) shall be such business as is carried out by the JV Group as at the date of this Agreement, or such other business as may be agreed in writing by the Board from time to time, subject to the provisions of this Agreement relating to Option Protection Matters.

2.2

Each Shareholder shall use its reasonable endeavours to promote and develop the Business to the best advantage of the Company from time to time but for the avoidance of doubt excluding any obligation to incur material expenditure save as expressly provided under the terms of this Agreement or any other Transaction Document. Each Party shall act in good faith towards the other Parties in order to promote the success of the JV Group.

2.3

From the date of this Agreement until the expiry of the Deferred Exercise Period (or where the Deferred Put Option or Deferred Call Option has been exercised, prior to the Deferred Closing Date), the business of the Company shall be operated by the Company and the JV Subsidiaries, as close as possible to a stand-alone entity.

3.	Director Appointments

3.1

There shall be a minimum of five (5) Directors on the Board. The BF Party shall have the right to appoint, retain, remove and replace up to three (3) Directors and in any event a majority of the Directors. Subject to Clause 3.2, the FF Party shall have the right to appoint, retain, remove and replace up to two (2) Directors, who shall be partners or senior employees of the FF Party. The Directors appointed by FF Party shall at the date of this Agreement be Shmoulik Barashi and Yochai Hacohen (the “Original FF Directors”). Each Shareholder shall use its votes as shareholder in the Company to ensure that the Board is constituted in accordance with the provisions of this Agreement.

3.2

The FF Party shall at all times ensure that any Director appointed by it to replace an Original FF Director shall have knowledge of the Business equivalent to that of the Original FF Directors, and shall not replace the Directors appointed by it except with the consent of the BF Party (not to be unreasonably withheld or delayed).

3.3

Where a Director is removed by his Nominating Shareholder or otherwise vacates office as a Director, the Nominating Shareholder shall indemnify and hold the Company harmless from and against all Losses suffered or incurred in respect of, arising out of, or in any way connected with the Director’s removal or vacation from office.

3.4

The FF Party acknowledges that information which it or the FF Directors receives may constitute material non-public information which is subject to legal restrictions under applicable securities laws. The FF Party shall, and shall procure that all FF Directors shall, comply with applicable securities laws, including abstaining from dealing in any securities of Bel Fuse Inc. or from disclosing any material non-public information to third parties, in each case without the prior consent of Bel Fuse Inc., and, if such are provided to the FF Directors by the Board, review, agree and adhere to the policies of Bel Fuse Inc. in relation to the treatment of non-public information and dealing in Bel Fuse Inc. securities (or other similar protocols implemented from time to time for the purposes of ensuring compliance with applicable securities laws) as they relate to the FF Directors in their capacity as Directors of the JV Group.

4.	Option Protection Matters

4.1

Subject to Clause 4.4, each Shareholder and the Company shall procure that no action or decision is taken by any of the JV Group Companies in relation to any of the matters contained in Schedule 4 (Option Protection Matters) (the “Option Protection Matters”) without the prior approval in writing of each Significant Shareholder, such approval not to be unreasonably withheld, delayed or denied.

4.2	A Shareholder may give its approval under Clause 4.1 either in writing or by a vote in favour on a shareholders’ resolution on that matter.

4.3	In the event that any Shareholder does not give its approval under Clause 4.1 in respect of any Option Protection Matter, the status quo shall, subject to Clause 4.4, prevail in relation to such Option Protection Matter unless and until such approval is given.

4.4

Notwithstanding the foregoing provisions of this Clause 4, if the BF Party wishes to proceed with an Option Protection Matter solely with respect to capital expenditures to which the FF Party refuses to give its approval, the BF Party may proceed (and permit the JV Group Companies to proceed) with such Option Protection Matter provided that the Deferred Closing Price shall be adjusted to remove any effect (positive and/or negative) on the Deferred Closing Price of proceeding with the Option Protection Matter.

5.	Limited Activities

5.1

For the duration of this Agreement and until the date that is eighteen (18) months (subject to Clause 5.2) after the FF Party ceases to be a Shareholder, and with respect to subclause 5.2 for the purposes of protecting the goodwill of the Business, the FF Party undertakes not to, directly or indirectly, for any reason, for its own benefit, or for the benefit of or together with any other person, directly or indirectly, in any jurisdiction in which a JV Group Company is operating at the relevant time (or in relation to the application of this Clause after the FF Party ceases to be a Shareholder, at such date of cessation):


	(a)	solicit or conspire with, or attempt to solicit or conspire with, any employee, contractor, manager, or director of the JV Group, acting in such position as of the date of termination of this Agreement (“Covered Employees”), to terminate or reduce the scope of that person’s engagement or relationship with the JV Group, or be involved in any way in the recruitment or hiring of, or to hire, employ or otherwise engage, any such person for another business, provided, that the foregoing restrictions regarding solicitation shall not apply to (x) general solicitations of employment to the public or general advertising which are not specifically targeted at any Covered Employee; or (y) any individual who is terminated by the Company or the JV Subsidiaries or terminates his employment with the Company or the JV Subsidiaries (and in the absence of any solicitation prior to such termination in violation of this Clause 5.1(a));

(b)

solicit, or attempt to solicit, any of the customers or suppliers of the JV Group with respect to the Business to terminate their business relationship with the JV Group; or

(c)

divert or attempt to divert any or all of such customers’ or suppliers’ business from the JV Group; or

(d)

be engaged as an executive officer, limited liability entity manager or director or in any other managerial, engineering, consulting, development or sales capacity or as an owner, co-owner, or other investor of or in any business that sells power or networking supplies to the defense industry in Israel, and whose product offerings are competitive with the products offered by the JV Group at the relevant time (or in relation to the application of this Clause after the FF Party ceases to be a Shareholder, at such date of cessation);

provided, however, that where the FF Party ceases to be a Shareholder as a result of the BF Party exercising the Initial BF Call Option, the provisions of Clause 5.1 shall remain in force until twenty-four (24) months after the date of such cessation.

5.2	For the duration of this Agreement and until the date that is three (3) years after the FF Party ceases to be a Shareholder, the FF Party undertakes not to, directly or indirectly, for any reason, own, or invest in the company groups set out in Schedule 5.

5.3

For the avoidance of doubt, any investment or ownership by an FF Party in any other business which is or becomes an owner, investor or operator of a business which is competitive to the products of the Company, but where the annual revenues from such competitive business are less than USD fifteen (15) million and represent less than five percent (5%) of the total aggregate revenues of such business, then such ownership, investment and/or operation by the FF Party shall not be considered a breach of Clause 5.1 and such FF Party shall not be required to take any action, including to divest itself from such ownership or investment, in connection therewith.

5.4

The covenants in Clauses 5.1 and 5.2 are severable and separate, and the unenforceability of any specific covenant in this Clause 5 is not intended by either Party to, and shall not, affect the provisions of any other covenant in Clauses 5.1 and 5.2. If any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth in Clauses 5.1 and 5.2 are unreasonable, the Parties acknowledge their mutual intention and agreement that those restrictions be enforced to the fullest extent the court deems reasonable, and thereby shall be reformed to that extent.

5.5

The FF Party and the BF Party hereby agree that Clauses 5.1 and 5.2 are a material and substantial part of this Agreement, and absent the FF Party entering the restrictions of Clauses 5.1 and 5.2, the BF Party would not have entered into this Agreement (including in particular the grant and/or exercise of any of the put and call options contemplated by this Agreement), or have consummated the transaction contemplated by the Share Purchase Agreement.

5.6	The FF Party acknowledges that the foregoing restrictions are fair and reasonable. The FF Party also acknowledges that the foregoing geographic and temporal restrictions on competition are fair and reasonable, given the nature and geographic scope of the JV Group’s operations and business.

5.7	The provisions of this Clause 5 shall apply to any Shareholder, other than the BF Party, which becomes a Shareholder after the date of this Agreement as if references to the FF Party were to such Shareholder.

6.	Finance

The Shareholders shall not be obliged to provide any further funding (“Additional Funding”) to any JV Group Company or to participate in any guarantee or similar undertaking in relation to any JV Group Company. If any JV Group Company requires any Additional Funding, the Board may at its discretion determine whether such Additional Funding shall be provided by way of: (i) the provision of Shareholder Loans, under which Clause 7 (Shareholder Loans) shall apply; and/or (ii) a loan (or other sources of financing) from third party lenders on arm’s length open market terms. The Parties agree that any external debt financing shall, to the extent possible, be without recourse to, or any security from, the Shareholders. The Parties agree that any Additional Funding in the form of equity shall require the mutual consent of the Shareholders.

7.	Shareholder Loans


7.1	If the Company raises Additional Funding by means of Shareholder Loans, the Company shall, and each Shareholder shall procure that the Company shall, comply with the procedure and provisions set out in this Clause 7.

7.2

On any request by the Company to Significant Shareholders to provide Shareholder Loans (a “Loan Offer”), each Significant Shareholder shall have the right to advance an amount of Shareholder Loans up to that Significant Shareholder’s Respective Proportion of the total Shareholder Loans which are being requested by the Company. Each Significant Shareholder shall notify the Company in writing within fifteen (15) Business Days of the date of the Loan Offer of the amount (if any) of Shareholder Loans that it wishes to provide and shall pay the monies in respect of those Shareholder Loans to the account specified in the Loan Offer within ten (10) Business Days of the date of its notice in writing.

7.3

If a Significant Shareholder does not elect to provide some or all of the Shareholder Loans which it is entitled to provide under Clause 7.2, the Directors shall offer the other Significant Shareholder to provide funding up to the amount of Shareholder Loans not so taken up (the “Shortfall Funding”). Such Significant Shareholder shall, within ten (10) Business Days of receipt of such offer to provide Shortfall Funding from the Company, notify the Company in writing of the amount of Shortfall Funding that it wishes to provide and, the form in which such Shortfall Funding would be provided, being by way of Shareholder Loans, subscription for additional Shares or a combination of both. Such Significant Shareholder shall then provide such Shortfall Funding within ten (10) Business Days of the date of such notice.

7.4

Shareholder Loans shall accrue interest at a rate equal to the highest interest rate applicable to the Company’s outstanding bank loans and shall not impose any restrictions on the Company or any Shareholder. No Shareholder Loan shall be repaid to the relevant Shareholder prior to the later of (i) the expiry of the Deferred Exercise Period; or (ii) the payment of the full consideration due pursuant to the exercise of the Deferred Call Option or the Deferred Put Option as set forth in Clause 13.

8.	Access to Information


8.1	Each Shareholder shall procure that the Company and each JV Subsidiary maintains information and records, and provides to each Significant Shareholder such information as is required under the provisions of this Clause 8.

8.2

The Company shall and shall procure that each JV Subsidiary shall at all times maintain accurate and complete accounting and other financial records, including all corporation Tax computations and related documents and correspondence with any Tax authority in accordance with the requirements of all applicable laws and generally accepted accounting principles applicable to the JV Group.

8.3	The Company shall supply each Significant Shareholder with information reasonably necessary to keep it properly informed about the business and affairs of the JV Group, including, without limitation:


	(a)	monthly and quarterly management accounts of the JV Group in such format as the Board may determine from time to time; and

(b)

draft accounts of the Company and consolidated accounts of the JV Group in respect of each Financial Year promptly following their approval by the Board.

(c)

No later than one hundred and twenty (120) days following the end of each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such year, and statements of income, statement of shareholder’s equity, and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, audited by a firm of independent certified public accountants, and accompanied by an opinion of such firm, in customary form.

(d)

No later than forty-five (45) days following the end of each of the first, second and third fiscal quarters of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company as at the end of each such period and unaudited consolidated statements of (i) income and (ii) cash flow of the Company for such period, all in reasonable detail.

(e)

No later than thirty (30) days prior to the end of each fiscal year of the Company, the Company’s proposed annual budget and operating plan.

8.4	Monthly Reporting. Within thirty (30) days following the end of each calendar month, the Company shall provide to the members of the Board that were appointed by each of the Significant Shareholders a monthly report from the management of the Company in a form to be determined by the Board.

8.5

Inspection and Access Rights. The Company shall permit each of the Significant Shareholders, and each of their designated representatives, to (a) no more than once per fiscal quarter, visit and inspect any of the properties of the Company and its subsidiaries during regular business hours and upon reasonable notice, (b) no more than once per fiscal quarter, examine the corporate and financial records of the Company or any of its subsidiaries and make copies thereof or extracts therefrom, and (c) no more than once per fiscal year, meet and discuss with the managers, officers, key employees and independent accountants of the Company or any of its subsidiaries concerning the affairs, finances and accounts of the Company or any of its subsidiaries.

8.6

The Company shall, as soon as reasonably practicable, comply with any written request made by a Significant Shareholder, to provide any documents, information and correspondence reasonably necessary (at the cost of the Significant Shareholder making the request) to enable the relevant Significant Shareholder to comply with filing, elections, returns or any other requirements of any Tax authority.

8.7	The BF Party may from time to time make such disclosure of information covered by this Clause 8:


	(a)	to any member of its Shareholder Group;

(b)

in any public disclosures by the BF Party or any member of its Shareholder Group;

(c)

to any lender to the Company;

(d)

as may be required by law and any regulatory authority to which any Shareholder is subject; and

(e)

to the Company’s auditors and/or any other professional advisers of the Company,

in relation to the business affairs and financial position of the Company as it may in its reasonable discretion think fit.

8.8	The FF Party may from time to time make such disclosure of information covered by this Clause 8:


	(a)	to any member of its Shareholder Group;

(b)

as may be required by law and any regulatory authority to which any Shareholder is subject;

(c)

to the FF Party’s auditors and/or any other professional advisers.

9.	Registration Rights


9.1	Definitions. For purposes of this Clause 9:


	(a)	Form F-1. The term “Form F-1” means such form or Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

(b)

Form F-3. The term “Form F-3” means such form or Form S-3 under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(c)

Holder. The term “Holder” means the holder of Registrable Securities.

(d)

Investor Shareholder. The term “Investor Shareholder” means each of BF Party and FF Party.

(e)

IPO. The term “IPO” means the Company’s initial underwritten public offering of its Ordinary Shares pursuant to an effective registration statement under the Securities Act or equivalent law of another jurisdiction or, alternatively, a SPAC Transaction.

(f)

Non-Investor Shareholder. The term “Non-Investor Shareholder” means any Shareholder that is not an Investor Shareholder.

(g)

Ordinary Shares. The term “Ordinary Shares” means ordinary shares of the Company.

(h)

Permitted Transferee. The term “Permitted Transferee” shall have the meaning ascribed to it in the Articles.

(i)

Registrable Securities. The term “Registrable Securities” means Ordinary Shares held by BF Party and FF Party from time to time, together with any and all securities issued or issuable with respect to the securities described above, upon any share split, share dividend, distribution or the like, or into which such shares or other securities have been or may be converted to or exchanged into in connection with any merger, consolidation, reclassification, recapitalization or similar event; provided that the term “Registrable Securities” shall not include the following: (a) Ordinary Shares which have previously been registered under an effective registration statement filed pursuant to the Securities Act or under other similar law of other jurisdiction and disposed of in accordance with such registration statement, (b) Ordinary Shares which have otherwise previously been sold to the public, and (c) any Ordinary Shares for which registration rights have terminated pursuant to Clause 9.13 of this Agreement.

(j)

Registrable Securities then Outstanding. The number of shares of “Registrable Securities then Outstanding” means the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding.

(k)

Registration. The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, or the equivalent securities law of another jurisdiction acceptable to BF Party and the declaration of effectiveness of such registration statement.

(l)

Rule 144. The term “Rule 144” means Rule 144 promulgated under the Securities Act.

(m)

SEC. The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission or the equivalent securities commission of another jurisdiction acceptable to BF Party.

(n)

“SPAC Transaction” means a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, involving a special purpose acquisition company, the shares of which are listed on a major internationally recognized securities exchange; provided, however, that the Company’s share capital outstanding immediately prior to such business combination or similar transaction continues to represent, or is converted into or exchanged for share capital that represents, immediately following such business combination or similar transaction, at least a majority, by voting power, of the share capital of the publicly-traded entity following such merger or similar transaction and including the consummation of substantially concurrent private offerings of equity securities of the Company.

9.2	Piggyback Registrations.


	(a)	If the Company shall at any time propose to file a registration statement under the Securities Act (other than an offering relating solely to an employee benefit plan or an offering on any registration statement form that does not permit secondary sales), including a shelf registration statement (a “Shelf Registration Statement”), the Company shall promptly notify the Holders of such proposal reasonably in advance of (and in any event not less than fifteen (15) Business Days prior to) the anticipated filing date (the “Company Shelf Notice”). The Company Shelf Notice shall offer the Holders the opportunity to include for registration in such registration statement the number of Registrable Securities as it may request (a “Company Shelf Registration”). The Company shall include in each such Company Shelf Registration such Registrable Securities for which the Company has received written request within ten (10) Business Days after delivery to the Holders of the Company Shelf Notice for inclusion therein. If a Holder decides not to include all of such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, each Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Company securities, all upon the terms and conditions set forth herein.

(b)

Additionally, other than in connection with a request for registration pursuant to Clause 9.3 of this Agreement, if at any time the Company, including if the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective Shelf Registration Statement (a “Shelf Registration Statement”), or (ii) a registration statement other than a Shelf Registration Statement, including, but not limited to, a registration statement on Form F-1, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of its securities, to an underwriter for reoffering to the public or in a “bought deal”, “block trade”, “registered direct offering” or “overnight transaction” (collectively, a “Piggy-Back Offering”), then as soon as practicable but not less than ten (10) Business Days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (c) such registration statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Offering to each Holder and such notice shall offer the Holders the opportunity to include in such Piggy-Back Offering such number of Registrable Securities as it may request in writing. Each such Holder shall then have ten (10) Business Days after receiving such notice to request, through a writing to the Company, the inclusion of Registrable Securities in the Piggy-Back Offering, except that each such Holder shall have two (2) Business Days after receipt of the notice to request inclusion of Registrable Securities in the Piggy-Back Offering in the case of a “bought deal”, “block trade”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any registration statement of any of the Holder’s Registrable Securities requested to be included on the terms set forth in this Agreement. Prior to the commencement of any “road show,” or if there is no “road show,” prior to the filing of the registration statement or preliminary prospectus supplement, the Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Offering as to which such withdrawal was made.

(c)

The Company shall have the right to terminate or withdraw any registration or offering initiated by it under this Clause 9.2(c) before the effective date of such registration or the completion of such offering, whether or not the Holder has elected to include Registrable Securities in such registration or offering. The expenses of such withdrawn registration or offering shall be borne by the Company in accordance with Clause 9.5.

(d)

In the event the Holder agrees to distribute its Registrable Securities through a Piggy-Back Offering, it shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company provided, however, that no Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of Registrable Securities and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder.

(e)

Notwithstanding any other provision of this Agreement, if the managing underwriter(s) of a Piggy-Back Offering determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the Piggy-Back Offering, and the number of shares that may be included in the Piggy-Back Offering shall be allocated, first to the Company, and second, to the Holders who requested inclusion of their Registrable Securities in such Piggy-Back Offering on a pro rata basis based on the total number of Registrable Securities then held by each such Holder, or in such other proportion as shall mutually be agreed to by all such Holders (provided, however, that no such disagreement shall delay the offering). Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company), if any, are first entirely excluded from the offering. Any Registrable Securities so excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(f)

Not a Demand Registration. Registration pursuant to this Clause 9.2 shall not be deemed a demand registration as described in Clause 9.3. Except as otherwise provided herein, there shall be no limit on the number of times a Holder may request registration of Registrable Securities under this Clause 9.2.

9.3	Form F-1 Demand Registration.


	(a)	Form F-1 Demand. If at any time after the effective date of the registration statement for the IPO, subject to the terms of any “lock-up” agreement entered into with any underwriter(s) and unless waived in writing by such underwriter(s), the Company receives a written request from any Investor Shareholder (an “Initiating Holder”) that the Company file a Form F-1 registration statement with respect to registration of Registrable Securities then outstanding, having an anticipated aggregate public offering price, net of Holder Expenses, of at least US$10 million, then the Company shall (x) within ten (10) Business Days after the date such request is given, give notice thereof (the “F-1 Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) Business Days after the date such request is given by the Initiating Holders, file a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice given by each such Holder to the Company within fifteen (15) Business Days of the date the F-1 Demand Notice is given.

(b)

If the Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwritten public offering, it shall so advise the Company as a part of its request made pursuant to this Clause 9.3 and the Company shall include such information in the written notice referred to in Clause 9.3(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwritten public offering (unless otherwise mutually agreed by the Initiating Holder and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holder. Notwithstanding any other provision of this Clause 9.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the Company shall include in such registration, (i) first, the Registrable Securities requested to be included therein by the Holders requesting such registration (the securities so included to be allocated between the Holders on a pro rata basis based on the number of Registrable Securities held by all such Holders), (ii) second, shares which the Company may wish to register for its own account, and (iii) third, other securities requested and entitled to be included in such registration provided, however, that in any event all Registrable Securities must be included in such registration prior to any other securities of the Company. If any Holder disapproves the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least twenty (20) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten public offering shall be withdrawn from the registration.

(c)

Limitations on Demand Registrations. The Company shall not be required to effect (i) (i) more than two (2) registrations pursuant to this Clause 9.3 (but not more than one (1) registration requested by each Investor Shareholder), and (ii) a registration pursuant to this Clause 9.3, if the Initiating Holder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Clause 9.4.

9.4	Form F-3 Demand Registration.


	(a)	If at any time after the one-year anniversary of the effective date of the registration statement for the IPO, the Company receives from an Investor Shareholder a written request (a “Form F-3 Request Notice”) that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Investor Shareholder, then, subject to the conditions of this Clause 9.4, the Company will give written notice of the proposed registration within ten (10) Business Days after receipt of any such Form F-3 Request Notice to all other Holders, and use its reasonable best efforts to effect, as soon as practicable, and in any event within forty-five (45) Business Days after the date such Form F-3 Request Notice is received by the Company, the filing of a Form F-3 registration statement under the Securities Act and include in such registration statement all Registrable Securities included in the Form F-3 Request Notice and held by all such Holders who wish to participate in such registration and who have provided the Company with written notice requests for inclusion therein within ten (10) Business Days after the receipt of the Company’s notice. The Company shall not be obligated to any filing of a Form F-3 pursuant to this Clause 9.4, if (i) if the Company has, within a ninety (90) Business Day period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Clause 9.3 with respect to such Holder or otherwise the Holder had an opportunity to participate pursuant to the provisions of Clause 9.2, other than a registration pursuant to the provisions of Clause 9.2(e) from which more than 50% of the Registrable Securities of the Holder that were requested to be included were excluded; and (ii) the Company gives notice that it is engaged in preparation of a registration statement to be filed, in the Company’s good faith estimate, within ninety (90) days from the date of the Form F-3 Request Notice in which the Holder may include Registrable Securities pursuant to Clause 1.2 of this Agreement (subject to underwriting limitations). Subject to the terms hereof, the Company will use its reasonable best efforts to effect such registration as soon as practicable. All written requests from a Holder to effect a registration on Form F-3 pursuant to this Clause 9.4 shall indicate whether it intends to effect the offering promptly following effectiveness of the registration statement or whether, pursuant to Clause 9.4(a), it intends for the registration statement to remain effective so that the Holder may affect the offering on a delayed basis (a “Shelf Request”).

(b)

At any time a Form F-3 registration statement covering Registrable Securities is effective, upon a written request (a “Form F-3 Demand Notice”) from an Investing Shareholder that the Company effect an offering, including an offering in which securities of the Company are sold to underwriters for reoffering to the public, with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (x) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (y) promptly (and in any event not later than ten (10) Business Days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such Form F-3 Demand Notice together with the Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that, (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than $10 million, and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected two (2) Takedowns under this Clause 9.4(b), (y) within ninety (90) days of effecting a previous Takedown under this Clause 9.4(b) or (z) within 90 days of a Piggy-Back Offering in which the Holder had an opportunity to participate pursuant to the provisions of Clause 9.2 and from which no more than fifty percent (50%) of the Registrable Securities that were requested to be included by the Holder in such Piggy-Back Offering were excluded therefrom.

(c)

Not a Demand Registration. Registration pursuant to this Clause 9.4 shall not be deemed a demand registration as described in Clause 9.3.

9.5

Expenses. All expenses incurred in connection with any registration, filing or qualification, pursuant to Clauses 9.2, 9.3 or 9.4, including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for the Company and one counsel (including local counsel, if required) for the Holders participating in such registration, filing or qualification (but excluding underwriters’ discounts and commissions relating to shares sold by the Holders (collectively, the “Holder Expenses”)) shall be borne by the Company. The Holders shall bear all Holder Expenses in connection with such offering and any fees expenses which the Company is not required to pay pursuant to this Clause, on a pro rata basis based on the shares sold by each of them in such offering. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Clause 9.4, if the registration request is subsequently withdrawn at a Holder’s request and, in such event, such Holder shall pay such expenses; provided, however, that any such withdrawal which is based upon information showing a material adverse change in the condition, business, or prospects of the Company and which was not known or available to such Holder at the time of its request for such registration and such Holder has withdrawn its request for registration with reasonable promptness after learning of such material adverse change, then such Holder shall not be required to pay any of such expenses and such registration shall not constitute the use of an F-1 Demand Notice or an F-3 Registration pursuant to Clauses 9.3(a) or Clause 9.4(a) above.

9.6	Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:


	(a)	Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, provided, however, that the Company shall not be required to keep any such registration statement effective for more than one hundred and twenty (120) days in the case of a Form F-1 Demand pursuant to Clause 9.3 hereof or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Ordinary Shares of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended by additional successive sixty (60) day periods, up to a total of three (3) years, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b)

Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c)

Prospectuses. Furnish to the Holder such number of copies of a prospectus and a prospectus supplement, as applicable, including a preliminary prospectus and a preliminary prospectus supplement, as applicable, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration.

(d)

Blue Sky. Use its best reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by a Holder, provided that the Company shall not be required in connection therewith or as a condition thereto to subject itself to taxation or to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e)

Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. If a Holder is participating in such underwritten offer, the Holder shall also enter into and perform its obligations under such an agreement.

(f)

Notification.


	(i)	Notify the Holders of the happening of any event as a result of which the prospectus included in a registration statement covering Registrable Securities, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(ii)

Notify the Holders, promptly after the Company shall receive notice thereof, of the time when a registration statement covering Registrable Securities becomes effective or when any amendment or supplement or any prospectus forming a part of such registration has been filed.

(iii)

Notify the Holders promptly of any request by the SEC for the amending or supplementing of a registration statement covering Registrable Securities or prospectus for additional information.

(g)

Advising Holders. Advise the Holders promptly after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of a registration statement covering Registrable Securities or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued.

(h)

Listing. Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(i)

Transfer Agent. Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(j)

Compliance with Rules and Regulations. Use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, any required documents.

(k)

Opinion and Comfort Letter. (A) Use its reasonable best efforts to obtain customary “comfort” letters from such accountants (to the extent deliverable in accordance with their professional standards) addressed to the managing underwriter(s), if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (B) use its reasonable best efforts to obtain opinions of counsel to the Company and updates thereof covering matters customarily covered in opinions of counsel in connection with underwritten offerings, addressed to the managing underwriter(s), if any, provided that the delivery of any “10b-5 statement” and opinion may be conditioned on the prior or concurrent delivery of a comfort letter pursuant to subclause (A) above; provided, further that the Company shall only be required to comply with this Clause 9.6(k) in connection with an underwritten offering.

9.7

Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Clauses 9.2, 9.3 or 9.4, that the Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to timely effect the Registration of their Registrable Securities.

9.8

Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed or offering to be undertaken because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under applicable securities laws, then the Company shall have the right to defer the filing of a registration statement or suspend the use of a registration statement; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period nor for more than one hundred and twenty (120) days in the aggregate during any twelve (12) month period.

9.9	Indemnification. In the event any Registrable Securities are included in a registration statement under this Agreement:


	(a)	By the Company. The Company will indemnify and hold harmless the Holders, their partners, officers, members, directors, shareholders, employees and agents and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act, the 1934 Act to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any violation of the Securities Act, 1934 Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a deferral period after notice is given pursuant to Clause 9.8 hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b)

Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its officers, directors, employees, stockholders, managers and agents and each person who controls the Company within the meaning of either the Securities Act or the 1934 Act, any underwriter and any other Holder selling securities in such registration statement or any person who controls such Holder or underwriter within the meaning of either the Securities Act or the 1934 Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any violation of the Securities Act, 1934 Act or state securities laws, upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Free Writing Prospectus, preliminary, final or summary prospectus included in any such registration statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such Holder pursuant to this Clause 9.9(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or prospectus relates, except in the case of fraud or willful misconduct by such Holder.

(c)

Promptly after receipt by an indemnified party under this Clause 9.9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Clause 9.9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under sub-clause (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. An indemnifying party shall not be liable under this Clause 9.9 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)

In the event that the indemnity provided in Clause 9.9(a) or Clause 9.9(b) above is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including, without limitation, legal or other expenses reasonably incurred in connection with investigating or defending same) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Clause 9.9(d) were determined by pro rata allocation (even if the Holders holding Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Clause 9.9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Clause 9.9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Clause 9.9(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Clause 9.9, each person who controls any Holder holding Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the 1934 Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each person who controls the Company within the meaning of either the Securities Act or the 1934 Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Clause 9.9(d). Notwithstanding the foregoing, the total amount to be contributed by any Holder pursuant to this Clause 9.9(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or prospectus relates.

(e)

The provisions of this Clause 9.9 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder holding Registrable Securities or the Company or any of the officers, directors or controlling persons referred to in this Clause 9.9, and will survive the transfer of Registrable Securities.

(f)

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Clause 9.9 to the fullest extent permitted by applicable law; provided, however, that: (i) no person involved in the sale of Registrable Securities which person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such registration

9.10

No Registration Rights to Third Parties. The Company covenants and agrees that it has not granted and will not grant, or cause or permit to be created, for the benefit of any person, any registration rights of any kind (whether similar to the “piggyback,” demand or Form F-3 registration rights described in Clause 9, or otherwise) relating to any securities of the Company without the prior written consent of the holders of a majority of the Registrable Securities.

9.11

Reports under Securities Exchange Act of 1934. In the event the Company becomes subject to reporting under the 1934 Act, then with a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Holders to sell securities of the Company to the public without registration or pursuant to a registration on Form F-3, the Company agrees to:


	(a)	make and keep adequate current public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public;

(b)

take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form F-3 for the sale of their Registrable Securities;

(c)

file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act; and

(d)

furnish to the Holders, so long as they own any Registrable Securities, forthwith upon request, a written statement by the Company that it has complied with the reporting requirements set forth in Clauses 9.11(a) or (c) above.

9.12

“Market Stand-Off” Agreement. In the event and to the extent requested by the managing underwriter of an underwritten offering, each Holder agrees that it will enter into a customary “lock-up agreement” with such managing underwriter pursuant to which it will agree not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any equity securities of the Company, other than those Registrable Securities included in such registration pursuant to the terms hereof for the fourteen (14) days prior to (x) the effectiveness of a registration statement (other than a Shelf Registration Statement) pursuant to which such public offering shall be made, or (y) the pricing of an underwritten offering and ending on the earlier to occur of (1) in case of the Company’s IPO, the date that is one hundred and eighty (180) days after the effectiveness of the registration statement relating to such IPO, or (2) in the case of any other underwritten offering, the date that is ninety (90) days after the pricing of such underwritten offering (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter, to complete the sale and distribution of the securities included in such underwritten offering) (the “Lock-Up Period”); provided, that the limitations contained in this Clause 9.12 shall not apply to the extent a Holder is prohibited by applicable law from so withholding such equity securities from sale during such period; provided, further, that if any other holder of securities of the Company is or becomes subject to a shorter Lock-Up Period or receives more advantageous terms relating to the Lock-Up Period under any lock-up agreement (including but not limited to as a result of any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters), then the Lock-Up Period shall be such shorter period and also on such more advantageous terms.

9.13

Termination of Registration Rights. The right of a Holder to request registration or inclusion of Registrable Securities in any registration pursuant to this Clause 9 shall terminate, as to such Holder, upon the earlier of (i) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; (ii) the sale of the Company; or (iii) the fifth (5^th) anniversary of the IPO.

10.	Dividend Policy

The Company shall, and each Shareholder shall procure that the Company shall, effect any distribution by way of dividend to Shareholders in the Shareholders’ Respective Proportions.

11.	Transfer Events


11.1	The Shareholders agree that the provisions of this Clause 11 (Transfer Events) shall apply when a Transfer Event occurs at any time. It is a “Transfer Event” in relation to a Shareholder if:


	(a)	that Shareholder purports to effect a Disposal of any Shares in breach of this Agreement or the Articles;

(b)

where the Shareholder is the FF Party, the FF Party, or the (direct or indirect) parent of the FF Party, undergoes a Change of Control without the prior consent of the BF Party. For the purposes of this Clause 11, a Change of Control shall be deemed to have occurred where the FF Party ceases to be Controlled, in aggregate, by the individuals who, in aggregate, Controlled the FF Party as of the date of the Share Purchase Agreement;

(c)

that Shareholder commits a material breach of this Agreement or the Articles which, if capable of remedy, has not been remedied within twenty (20) Business Days of the Significant Shareholders (other than that Shareholder) and/or the Company requiring such remedy;

(d)

an order is made by a court of competent jurisdiction or resolution passed for the winding‑up of that Shareholder or any parent of the Shareholder, or a moratorium is obtained by that Shareholder or any parent of the Shareholder or any voluntary arrangement or composition is proposed or made with the creditors of that Shareholder or parent; or

(e)

a liquidator, administrator, administrative receiver, monitor or any other receiver or manager is appointed in respect of that Shareholder or any parent of the Shareholder.

11.2

If a Transfer Event occurs in relation to a Shareholder (the “Defaulting Shareholder”) that Shareholder, together with any other members of its Shareholder Group, shall give notice of such event (a “Notice of Transfer Event”) to the Significant Shareholders (other than that Shareholder) (such Significant Shareholder(s) being “Non-Defaulting Shareholder(s)”) as soon as possible. If the Defaulting Shareholder fails to serve a Notice of Transfer Event on the Non-Defaulting Shareholders, it shall be deemed to have done so on the date on which each Non-Defaulting Shareholder becomes aware of the Transfer Event.

11.3	Where the Transfer Event to which the Notice of Transfer Event relates occurs prior to the expiry of the Deferred Exercise Period, the Non-Defaulting Shareholders may by notice to the Defaulting Shareholder irrevocably elect that the Transfer Event be treated as an Acceleration Event.

11.4

Where the Transfer Event to which the Notice of Transfer Event relates occurs after the expiry of the Deferred Exercise Period or relates to a Shareholder other than the BF Party or FF Party, as soon as practicable after deemed service, of such Notice of Transfer Event, the Non-Defaulting Shareholder shall be entitled to require the appointment of an Expert in accordance with Clause 12 (Expert) to determine the Fair Value of the Shares held by the FF Party (the “Sale Shares”) in accordance with Clause 16 (Fair Value). Where any Shareholder other than the FF Party or BF Party is the Defaulting Shareholder, references to the FF Party shall for the purposes of applying this Clause 11 (Transfer Events) and Clause 12 (Expert) in relation to the Defaulting Shareholder be read as references to the Defaulting Shareholder.

11.5	Within seven (7) days of determination of the Fair Value by the Expert, the Company shall serve a notice in writing on the Non-Defaulting Shareholder of its right to:


	(a)	where the Defaulting Shareholder is the FF Party, acquire all the Sale Shares from the FF Party at the Fair Value; or

(b)

where the Defaulting Shareholder is the BF Party, require the BF Party to acquire all the Sale Shares at the Fair Value.

11.6	Within fifty (50) Business Days of receiving notification from the Company under Clause 11.5, the Non-Defaulting Shareholder shall be entitled to serve a notice in writing on the Defaulting Shareholder:


	(a)	where the Defaulting Shareholder is the FF Party, irrevocably electing to acquire all the Sale Shares from the FF Party at the Fair Value (a “Notice to Buy”); or

(b)

where the Defaulting Shareholder is the BF Party, irrevocably electing to require the BF Party to acquire all the Sale Shares at the Fair Value (a “Notice to Sell”).

A Non-Defaulting Shareholder which fails to give a Notice to Buy or Notice to Seller (as applicable) shall be deemed not to have exercised its right to deliver a Notice to Buy or Notice to Sell.

11.7

The sale and purchase of the Sale Shares shall take place in accordance with Clause 18 (Completion of Share Transfers) on a closing date which (subject only to obtaining any Requisite Consents and the terms of Clause 18.3) shall be no later than twenty (20) Business Days after the date on which the Notice to Buy or Notice to Sell is delivered.

11.8	With effect from the date of deemed service of a Notice of Transfer Event under Clause 11.5:


	(a)	the Defaulting Shareholder shall be deemed to have given an irrevocable and unconditional power of attorney to the Non-Defaulting Shareholder, to exercise or fail to exercise, in the Non-Defaulting Shareholder’s sole and absolute discretion, any rights or obligations attached to any and all Shares, including, without limitation, rights and waivers to attend and vote all of the Defaulting Shareholder’s shares at any general meetings of the Company or to exercise any rights under this Agreement to give approval in relation to any actions or decisions by any of the JV Group Companies or in relation to access to information or to receive dividends or otherwise;

(b)

any matter which, absent this Clause 11.8, requires the consent of the Defaulting Shareholder and/or any Director appointed by the Defaulting Shareholder shall no longer require their consent; and

(c)

any Director appointed by the Defaulting Shareholder shall automatically be treated as having vacated office.

11.9	The remedies set forth above in this Clause 11 shall be without limitation and in addition to any other remedy available to the Non-Defaulting Shareholder pursuant to contract or law.

12.	Initial Call Option

12.1

Upon request from the BF Party (the “Initial Call Beneficiary”) prior to the expiry of the Initial BF Call Option Exercise Period, the FF Party (the “Initial Call Obligor”) hereby irrevocably, and unconditionally undertakes to (and shall cause the other Original Sellers to) sell to the Initial Call Beneficiary on the Initial Call Closing Date all (but not some only) of the Shares held by the Initial Call Obligor and the other Original Sellers (the “Initial Call Shares”) free and clear of any Encumbrances, under the terms and conditions set forth in this Clause 12 (the “Initial BF Call Option”).

12.2	The Initial Call Beneficiary hereby accepts the Initial BF Call Option as an option only without any obligation to exercise the Initial BF Call Option or (unless it exercises the Initial BF Call Option) to acquire the Initial Call Shares.

12.3

The Initial BF Call Option shall be exercisable only once by the Initial Call Beneficiary by giving written notice thereof to the Initial Call Obligor (the “Initial Call Exercise Notice”) prior to the expiry of the Initial BF Call Option Exercise Period. Any delivery during the Initial BF Call Option Exercise Period by the Initial Call Beneficiary of an Initial Call Exercise Notice shall be irrevocable.

12.4	Failure by the Initial Call Beneficiary to deliver an Initial Call Exercise Notice prior to the expiry of the Initial BF Call Option Exercise Period shall be deemed an irrevocable election by the Initial Call Beneficiary not to exercise the Initial BF Call Option.

12.5	The consideration for the acquisition of the Initial Call Shares, pursuant to the exercise of the Initial BF Call Option by the Initial Call Beneficiary shall be an amount equal to the Initial BF Call Option Price, as calculated in accordance with Schedule 2.

12.6

Completion of the acquisition of the Initial Call Shares pursuant to the exercise of the Initial BF Call Option by the Initial Call Beneficiary shall be completed on the first Business Day of the next calendar month after the receipt by the Initial Call Obligor of the Initial Call Exercise Notice (the “Initial Call Closing Date”); provided, however, that if the Initial Call Closing Date would fall earlier than ten (10) Business Days after the receipt by the Initial Call Obligor of the Initial Call Exercise Notice, the Initial Call Closing Date shall (unless other agreed by the Significant Shareholders) occur on the first Business Day of the second following calendar month.

12.7	On the Initial Call Closing Date:


	(a)	the Initial Call Beneficiary shall pay to the Paying Agent by wire transfer the aggregate purchase price, in full and without any withholding taxes, of the Initial Call Shares sold pursuant to the corresponding exercise of the Initial BF Call Option by the Initial Call Beneficiary to be allocated by the Paying Agent (and with respect to Section 102 Holders (as such term is defined in the Share Purchase Agreement), through the 102 Trustee), amongst the Original Sellers, the Company Warrantholder, and the Company Vested Optionholders, all in accordance with Clause 14 of this Agreement, and the Paying Agent Agreement, as applicable; and

(b)

the Initial Call Obligor shall deliver to the Initial Call Beneficiary and/or sign (and procure that the relevant other persons, including the other Original Sellers, deliver and sign) any documents necessary: (i) for the effective transfer of the ownership of the Initial Call Shares from the Initial Call Obligor and other Original Sellers to the Initial Call Beneficiary and (ii) to procure that the Initial Call Beneficiary has the legal and beneficial ownership of one hundred percent (100%) of the fully diluted share capital of the Company.

12.8

All rights attached to the Initial Call Shares accrued until the completion of the sale of the Initial Call Shares shall be transferred and benefit to the Initial Call Beneficiary upon such completion, provided that any dividend declared in relation to the Initial Call Shares prior to the completion of such sale, shall, to the extent not taken into account as “Cash” in the calculation of the Initial BF Call Option Price, inure to the benefit of the Initial Call Obligor and the other Original Sellers, as applicable, and be added to the purchase price for the Initial Call Shares.

12.9

The Initial Call Obligor shall (and shall procure that the other Original Sellers shall) represent and warrant to the Initial Call Beneficiary, as at the Initial Call Closing Date, that it is the valid and full owner of the Initial Call Shares and there is no Encumbrance or other restriction affecting the free transferability of the Initial Call Shares.

12.10

Any delinquency in the payment of any consideration due pursuant to the exercise of the Initial BF Call Option shall, in addition to any other remedy available to the FF Party, accrue default interest at a rate of eight percent (8%) per annum from the date such payment is due until the actual payment thereof.

13.	Deferred Closing Options

13.1

Upon request from the BF Party (the “Deferred Call Beneficiary”), the FF Party (the “Deferred Call Obligor”) hereby irrevocably, and unconditionally undertakes to (and shall cause the other Original Sellers to) sell to the Deferred Call Beneficiary on the Deferred Closing Date all (but not some only) of the Shares held by the Deferred Call Obligor and the other Original Sellers (the “Deferred Call Shares”), free and clear of any Encumbrances, under the terms and conditions set forth in this Clause 11 (the “Deferred Call Option”).

13.2

Upon request from the FF Party (the “Deferred Put Beneficiary”), the BF Party (the “Deferred Put Obligor”) hereby irrevocably, and unconditionally undertakes to purchase from the Deferred Put Beneficiary on the Deferred Closing Date all (but not some only) of the Shares held by the Deferred Put Beneficiary and the other Original Sellers (the “Deferred Put Shares”), free and clear of any Encumbrances, under the terms and conditions set forth in this Clause 11 (the “Deferred Put Option”).

13.3

The Deferred Call Beneficiary hereby accepts the Deferred Call Option as an option only without any obligation to exercise the Deferred Call Option or (unless it exercises the Deferred Call Option or the Deferred Put Beneficiary exercises the Deferred Put Option or the Deferred Call Beneficiary exercises the Deferred Call Option) to acquire the Deferred Call Shares.

13.4	The Deferred Put Obligor hereby accepts the Deferred Put Option as an option only without any obligation to exercise the Deferred Put Option or (unless it exercises the Deferred Put Option) to sell (and cause the other Original Sellers to sell) the Deferred Put Shares.

13.5

The Deferred Call Option shall be exercisable only once by the Deferred Call Beneficiary by giving written notice thereof to the Deferred Call Obligor (stating the number of Deferred Call Shares to be sold by the Deferred Call Obligor pursuant to such exercise of the Deferred Call Option) (the “Deferred Call Exercise Notice”) within the Deferred Exercise Period. Any delivery during the Deferred Exercise Period by the Deferred Call Beneficiary of a Deferred Call Exercise Notice shall be irrevocable.

13.6

The Deferred Put Option shall be exercisable only once by the Deferred Put Beneficiary by giving written notice thereof to the Deferred Put Obligor (stating the number of Deferred Put Shares to be sold by the Deferred Put Beneficiary pursuant to such exercise of the Deferred Put Option) (the “Deferred Put Exercise Notice”) within the Deferred Exercise Period. Any delivery during the Deferred Exercise Period by the Deferred Put Beneficiary of a Deferred Put Exercise Notice shall be irrevocable.

13.7

Failure by the Deferred Call Beneficiary to notify a Deferred Call Exercise Notice or by the Deferred Put Beneficiary to notify a Deferred Put Exercise Notice during the Deferred Exercise Period shall be deemed an irrevocable election by the Deferred Call Beneficiary or the Deferred Put Beneficiary, as applicable, not to exercise the Deferred Call Option or Deferred Put Option.

13.8

The consideration for the acquisition of the Deferred Call Shares or Deferred Put Shares pursuant to the exercise of the Deferred Call Option or Deferred Put Option, or upon the acceleration of the Deferred Closing pursuant to Clause 13.13, shall be calculated in accordance with Schedule 3 (the “Deferred Closing Price”). At least four (4) Business Days prior to the Deferred Closing Date, the BF Party shall notify the FF Party of its good faith estimate of the Deferred Closing Balance Sheet Amount and accordingly its good faith of the Deferred Closing Price, and Deferred Closing shall proceed on the basis of such estimates, subject to adjustment following Deferred Closing in accordance with paragraph 5 of Schedule 3.

13.9

Completion of the acquisition of the Deferred Call Shares or Deferred Put Shares pursuant to the exercise of the Deferred Call Option or Deferred Put Option, or upon the acceleration of the Deferred Closing pursuant to Clause 13.13, shall be completed on the first Business Day of the next calendar month after the earlier of the receipt by the Deferred Call Obligor of the corresponding Deferred Call Exercise Notice and the receipt by the Deferred Put Obligor of the corresponding Deferred Put Exercise Notice (the “Deferred Closing Date”); provided, however, that if the Deferred Closing Date would fall earlier than ten (10) Business Days after the earlier of the receipt by the Deferred Call Obligor of the corresponding Deferred Call Exercise Notice and the receipt by the Deferred Put Obligor of the corresponding Deferred Put Exercise Notice, the Deferred Closing Date shall (unless agreed by the BF Party that the Deferred Closing Date shall be on the first Business Day of the next following calendar month) occur on the first Business Day of the second following calendar month. Without derogating from any other rights and remedies available to the FF Party under this Agreement, where 2026 EBITDA has been agreed or determined in accordance with the Share Purchase Agreement and the Deferred Closing has not occurred on or before 1 March 2027, the consideration payable by the BF Party at Deferred Closing shall be increased by an amount equivalent to interest at an annual rate of eight percent (8%) from 1 March 2027 to, but excluding, the Deferred Closing Date. Any such amount shall be disregarded for the purposes of the calculation in paragraph 4(a)(i) of Schedule 3.

13.10

On the Deferred Closing Date:


	(a)	the Deferred Call Beneficiary or the Deferred Put Obligor shall pay to the Paying Agent, by wire transfer, the aggregate purchase price, in full and without any withholding taxes, of the Deferred Call Shares or Deferred Put Shares sold pursuant to the corresponding exercise of the Deferred Call Option or Deferred Put Option to be allocated by the Paying Agent (and with respect to Section 102 Holders (as such term is defined in the Share Purchase Agreement), through the 102 Trustee), amongst the Original Sellers, the Company Warrantholder, and the Company Vested Optionholders, all in accordance with Clause 14 of this Agreement, and the Paying Agent Agreement, as applicable; and

(b)

the Deferred Call Obligor or the Deferred Put Beneficiary and the other Original Sellers, as applicable, shall deliver to the Deferred Call Beneficiary or the Deferred Put Obligor and/or sign (and procure that the relevant other persons deliver and sign) any documents necessary: (i) for the effective transfer of the ownership of the Deferred Call Shares or Deferred Put Shares from the Deferred Call Obligor or the Deferred Put Beneficiary and the other Original Sellers to the Deferred Call Beneficiary or the Deferred Put Obligor; and (ii) to procure that the Deferred Call Beneficiary or the Deferred Put Obligor has the legal and beneficial ownership of one hundred percent (100%) of the fully diluted share capital of the Company,

(together, “Deferred Closing”).

13.11

All rights attached to the Deferred Call Shares or Deferred Put Shares accrued until the completion of the sale of the Deferred Call Shares or Deferred Put Shares shall be transferred and benefit to the Deferred Call Beneficiary or the Deferred Put Obligor upon Deferred Closing, provided that any dividend declared in relation to the Deferred Call Shares or Deferred Put Shares, as applicable, prior to the completion of such sale, shall, to the extent not taken into account as “Cash” in the calculation of the Deferred Closing Price, inure to the benefit of the Deferred Call Obligor or Deferred Put Beneficiary and the other Original Sellers, as the case may be, and be added to the purchase price for the Deferred Call Shares or Deferred Put Shares, as the case may be.

13.12

The Deferred Call Obligor or the Deferred Put Beneficiary shall (and shall procure that the other Original Sellers shall) represent and warrant to the Deferred Call Beneficiary or the Deferred Put Obligor, as at the Deferred Closing Date, that it is the valid and full owner of the Deferred Call Shares or Deferred Put Shares and there is no Encumbrance or other restriction affecting the free transferability of the Deferred Call Shares or Deferred Put Shares.

13.13

Notwithstanding the foregoing, the Deferred Closing shall be accelerated in the following events (each, an “Acceleration Event”):


	(a)	if the BF Party enters into any transaction pursuant to which it ceases to hold either:


	(i)	a majority of the outstanding share capital of the Company; or

(ii)

the right to appoint a majority of the directors of the Company,

in which case the Deferred Closing shall occur upon the closing of such transaction (or where the higher of the Acceleration EBITDA Amount and Tag Along Amount has not been agreed or determined at least ten (10) Business Days prior to such closing date, ten (10) Business Days after the higher of the Acceleration EBITDA Amount and Tag Along Amount has been agreed or determined); or

(b)

if Daniel Bernstein sells twenty five percent (25%) or more of his shares in Bel Fuse Inc., or any third party acquires both a majority of the outstanding share capital of Bel Fuse Inc. and the right to appoint a majority of the directors of Bel Fuse Inc., the Deferred Closing shall occur upon the closing of such transaction (or where the Acceleration EBITDA Amount has not been agreed or determined at least ten (10) Business Days prior to such closing date, ten (10) Business Days after the Acceleration EBITDA Amount has been agreed or determined); provided, however, that no such acceleration (as contemplated in this Clause 13.13(b)) shall occur as a result of any transfer of shares in Bel Fuse Inc. occurring upon or in consequence of the death or permanent incapacity of Daniel Bernstein.

13.14

Upon the occurrence of an Acceleration Event, the BF Party or FF Party shall promptly notify the other of them in writing, and the Deferred Closing shall be completed in accordance with the procedures set forth in Clauses 13.8 to 13.13. At least four (4) Business Days prior to the Deferred Closing, the BF Party shall notify the FF Party of its good faith estimate of the Deferred Closing Balance Sheet Amount and accordingly its good faith of the Deferred Closing Price, and Deferred Closing shall proceed on the basis of such estimates, subject to adjustment following Deferred Closing in accordance with paragraph 5 of Schedule 3.

13.15

Any delinquency in the payment of any consideration due pursuant to the exercise of the Deferred Call Option or the Deferred Put Option shall, in addition to any other remedy available to the FF Party accrue default interest at a rate of eight percent (8%) per annum from the date such payment is due until the actual payment thereof.

14.	Optionholders and Warrant Holder

14.1

At the Initial Call Closing Date or the Deferred Closing Date, as applicable, all of the outstanding and unexercised Vested Company Options will be cancelled and automatically converted into the right to receive in (in lieu of such Vested Company Option) an amount in cash (to the extent positive) per each Vested Company Option that is in the money equal to (i) as applicable, (A) the Per Vested Option Initial Call Consideration plus an amount equivalent to interest of six percent (6%) per annum on the Per Vested Option Initial Call Consideration calculated from the Closing Date (as such term is defined in the Share Purchase Agreement) until the payment date of the consideration relating to the Per Vested Option Initial Call Consideration; or (B) the Per Vested Option Deferred Consideration, minus (ii) the exercise price of such Vested Company Option and each such Vested Company Option will be cancelled, terminated and extinguished, and upon the cancellation thereof each such Company Optionholder shall cease to have any rights with respect thereto. The amount to be paid in respect of the Vested Company Options shall be paid: (i) in the case of any Vested Company Option granted and issued under Section 102(b)(2) of the Israeli Tax Ordinance (as such term is defined in the Share Purchase Agreement), to the Paying Agent to be further transferred to the 102 Trustee; (ii) in the case of any Vested Company Option that was granted and is subject to tax pursuant to Section 3(i) of the Israeli Tax Ordinance, to the Paying Agent to be further allocated to the holder of such Vested Company Option (less the applicable taxes); (iii) in the case of any holder of a Vested Company Option which is not included in Clause (i) or (ii), to the Paying Agent which shall remit such amount to, at the choice of the Sellers’ Representative as shall be communicated to the Paying Agent: (i) a paying agent designated by the Sellers’ Representative; or (ii) the relevant employing Subsidiary of the Company Group (as such terms are defined the Share Purchase Agreement) who shall remit such amounts to the applicable holder of such Vested Company Option through local payroll (less the applicable taxes required to be withheld with respect to such payment).

14.2

At the Initial Call Closing Date or the Deferred Closing Date, as applicable, the Remaining Warrant will be cancelled and automatically converted into the right to receive in (in lieu of such Remaining Warrant) an amount in cash (to the extent positive) equal to, as applicable, (A) the Remaining Warrant Initial Call Amount plus an amount equivalent to interest of six percent (6%) per annum on the Remaining Warrant Initial Call Amount calculated from the Closing Date (as such term is defined in the Share Purchase Agreement) until the payment date of the consideration relating to the Remaining Warrant Initial Call Amount; or (B) the Remaining Warrant Deferred Call Amount, and the Remaining Warrant shall be cancelled for no consideration, and upon the cancellation thereof the Company Warrantholder shall cease to have any rights with respect thereto. The amount to be paid in respect of the Remaining Warrant shall be paid to the Paying Agent (less the applicable taxes) to be further allocated to the Company Warrantholder.

15.	Expert


15.1	The Significant Shareholders shall endeavour to agree in writing on the appointment of an Expert to decide on matters relating to a determination on Fair Value in accordance with the provisions of this Clause 15.1.

15.2

If the Significant Shareholders are unable to agree on an Expert within fifteen (15) Business Days of the date of deemed service, of a Notice of Transfer Event, they undertake that they shall jointly apply to the then President of Institute of Certified Public Accountants in Israel to appoint the Expert, and each Significant Shareholder undertakes that they shall not withhold their agreement to, and participation in, the joint application in such circumstances and that they shall co-operate with the other Significant Shareholder in relation to that joint application and the engagement of such nominated firm.

15.3	The Expert shall prepare a determination in writing and give notice in writing (including a copy) of the determination to the Significant Shareholders within one (1) month of the appointment of the Expert.

15.4	If the Expert becomes unwilling or incapable of acting, or does not deliver the determination within the time required by Clause 15.3, then:


	(a)	any Significant Shareholder may apply to the then President of Institute of Certified Public Accountants in Israel to discharge the Expert and to appoint a replacement Expert with the required expertise; and

(b)

this Clause 15.4 shall apply in relation to such replacement Expert as if it were the first Expert appointed.

15.5	The Expert shall act as an expert and not as an arbitrator. All actions under this Clause 14 shall be conducted, and the Expert’s determination shall be written, in the English language.

15.6

The Significant Shareholders shall be entitled to make submissions to the Expert and shall provide (or procure that others, including the Company, provide) the Expert with such assistance, facilities and documents as the Expert reasonably requires for the purpose of reaching a decision, subject to the Expert providing such undertakings as to confidentiality as the Significant Shareholders may reasonably require.

15.7

Each Significant Shareholder shall with reasonable promptness provide (and procure that others, including the Company, provide) the other Significant Shareholders with all information and access to all documentation and personnel as it may reasonably require in order to make a submission under this Clause 14, the Expert may in its reasonable discretion determine such other procedures to assist with the conduct of the determination as it considers just or appropriate.

15.8	The Expert’s written determination on the matters referred to it shall be final and binding on the Parties in the absence of manifest error or fraud.

15.9	The Expert’s fees and any costs properly incurred in relation to the determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the Defaulting Shareholder.

16.	Fair Value


16.1	The Shareholders agree that the Fair Value of any Shares (the “Relevant Shares”) shall be the value that the Expert certifies to be their fair market value in its opinion based on the following assumptions:


	(a)	the value of the Relevant Shares is that proportion of the fair market value of the entire issued share capital of the Company that those Shares bear to the then total issued share capital of the Company (with no premium or discount for the size of the Defaulting Shareholder’s shareholding or for the class of Share or the rights or restrictions applying to the Relevant Shares under this Agreement or the Articles or for the unquoted status of the Relevant Shares);

(b)

the sale is on an arm’s length basis between a willing buyer and a willing seller on the open market of the whole of the issue share capital of the Company;

(c)

there are no legal or regulatory issues and no third party consents or approvals required in order to effect the sale;

(d)

the sale is taking place on the date that the Transfer Event occurred;

(e)

subject to Clause 16.1(h), the Company is then carrying on its Business as a going concern and shall continue to do so;

(f)

the Shares are sold free from all Encumbrances and together with all rights attaching to them;

(g)

the application in all other respects of principles and practice consistent with those customarily applied in the previous audited accounts of the Company; and

(h)

in the case of a valuation following a Transfer Event, to take account of the likely effect on the Business of the Transfer Event and of the loss of the Defaulting Shareholder as a Shareholder, and of any expenses of the Non-Defaulting Shareholder in connection with the sale and purchase of the Relevant Shares.

17.	Termination and Liquidation


17.1	The Parties agree that this Agreement shall continue in full force and effect until:


	(a)	in respect of a Shareholder only, it ceases to hold any Shares;

(b)

only one Shareholder holds Shares; or

(c)

a resolution is passed by Shareholders or creditors, or an order made by a court or other competent body or person instituting a process which will lead to the Company being wound up and its assets being distributed among the Company’s creditors, Shareholders or other contributors.

17.2	On termination of this Agreement the rights and obligations of the Parties under this Agreement shall cease save in respect of accrued rights and obligations and rights and obligations under the Continuing Provisions.

17.3

If a Shareholder (the “Terminating Shareholder”) ceases to hold any Shares, that Shareholder shall return to the Company or destroy, and procure that its Agents, nominee(s) to the Board or to the board of directors of a JV Subsidiary return to the Company or destroy, all information in its possession which is confidential for the purposes of Clause 23 (Confidentiality) relating to the other Shareholder (an “Ongoing Shareholder”), member of the Ongoing Shareholder’s own Shareholder Group, the Company or a JV Subsidiary, except as required by applicable law, including meeting such Terminating Shareholder tax reporting requirements, and for protecting and/or enforcing any right of such Terminating Shareholder.

17.4

If Clause 17.3 applies, the Company shall, and each Shareholder shall procure that the Company and each JV Subsidiary shall, return or destroy all information in its possession which is confidential for the purposes of Clause 23 (Confidentiality) relating to the Terminating Shareholder or members of its Shareholder Group.

18.	Completion of Share Transfers


18.1	The Parties agree that this Clause 18 (Completion of Share Transfers) shall apply to any Disposal of Shares which is required in order to implement the terms of this Agreement (a “Shareholder Transfer”).

18.2	On any Shareholder Transfer the Shareholder selling Shares (the “Seller”) shall transfer the relevant Shares to the person acquiring the Shares (the “Purchaser”) with Full Title, free from all Encumbrances and together with all rights attaching to them.

18.3	If a sale and purchase of Shares under this Agreement is subject to a requirement to obtain prior Requisite Consents, then the date for completion shall be extended until the expiry of ten (10) Business Days after all such consents have been obtained.

18.4	At completion of a Shareholder Transfer:


	(a)	the Seller shall deliver to the Purchaser:


	(i)	duly executed share transfer deeds in respect of the relevant Shares in favour of the Purchaser or such other person as the Purchaser may nominate;

(ii)

the share certificates in respect of the relevant Shares or an affidavit in a form reasonably required by the Purchaser for any lost share certificates;

(iii)

a legally binding undertaking by the Seller that the Shares are sold with Full Title;

(iv)

in the event that the Seller is Disposing of all of the Shares held by it or is Disposing of a number of Shares which results in the Seller ceasing to have the right to appoint a member of the Board, written resignations to take effect from completion of any Directors formerly appointed to the Board or to the board of directors of a JV Subsidiary by the Seller, in each case executed as a deed and relinquishing any right (past, present or future) against the Company (or, as appropriate, the relevant JV Subsidiary) for loss of office (whether contractual, statutory or otherwise);

(v)

a certified copy of the minutes of the meeting of the board of directors of the Seller authorising the execution of all documents delivered at such completion, and a certified copy of any power of attorney under which any such document has been executed; and

(vi)

any other document reasonably required by the Purchaser, including without limitation any documents and agreements required in connection with any tax obligations due upon the sale of shares.

18.5	At completion of a Shareholder Transfer, the Purchaser shall pay the consideration in respect of the relevant Shares to the Seller by electronic transfer in immediately available cleared funds to an account nominated by the Seller.

18.6	The Seller shall do all such other acts and/or execute all such other documents in a form satisfactory to the Purchaser as the Purchaser may reasonably require to give effect to the Disposal of Shares to it.

18.7	At completion of a Shareholder Transfer the Purchaser(s) shall acquire (in consideration for payment to the Seller of the face value of the loan and any accrued but unpaid interest) or procure the repayment of any outstanding loans made by the Seller to the Company.

18.8	The Parties shall procure the registration of the transfer of relevant Shares under this Clause 18 (Completion of Share Transfers) with the Company and otherwise with relevant registrars.

18.9	The Purchaser is not obliged to complete the purchase of any of the Shares being sold under this Clause 18 (Completion of Share Transfers) unless the purchase of all such Shares is completed simultaneously.

19.	Effect of Deed of Adherence

19.1

Each Party shall procure so far as it is legally able that, before any third party is registered as a holder of any Shares (a “New Party”), it shall first enter into a Deed of Adherence agreeing to be bound by the terms of this Agreement. On execution of a Deed of Adherence, and provided that the other requirements of this Agreement have been complied with in relation to any Disposal of Shares to it, the New Party (alone or together with other members of its Shareholder Group, to the extent applicable) shall enjoy all rights and benefits and shall be bound by all obligations under this Agreement in all respects as if it were a Party.

19.2

A Party’s rights against a New Party pursuant to a Deed of Adherence are conditional on any Party which wishes to benefit from or enforce a Deed of Adherence agreeing that Clause 36 (Governing Law and Jurisdiction) will apply to any Deed of Adherence. Any Party seeking to benefit from or enforce a Deed of Adherence shall be deemed to have accepted such terms.

20.	Anti‑Bribery and Improper Payments


20.1	Each Shareholder undertakes to the other Shareholder that neither it nor any member of its Shareholder Group (an “Associated Person”) shall, and the Company undertakes that neither it nor any JV Group Company shall:


	(a)	breach or contravene any Anti‑Bribery Laws or any applicable anti‑money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe; or

(b)

without limiting the generality of Clause 20.1(a), directly or indirectly:


	(i)	offer, promise, or give a financial or other advantage to another person intending the advantage to induce or reward improper performance of a relevant function or activity, or where acceptance of the advantage itself constitutes such improperness;

(ii)

request, agree to, or accept a financial or other advantage, and in consequence intend to induce improper performance, or where a request, agreement, or acceptance of an advantage itself amounts to improper performance, or where the advantage is paid as a reward for, or in anticipation or as a consequence of, the improper performance;

(iii)

offer, promise, or give a financial or other advantage to a public official (an “Official”) or another with intent to influence the Official in his official capacity and to obtain or retain business, or a business advantage, including, without limitation, making or receiving any bribe, rebate, pay‑off, influence payment, kick‑back or other contribution or gifts contrary to Anti‑Bribery Laws; or

(iv)

fail to prevent bribery by an Associated Person in order to obtain or retain business or a business advantage.

20.2

The Company undertakes to procure that each JV Group Company maintains and regularly keeps under review on an ongoing basis adequate written anti‑corruption procedures and internal accounting controls which are designed to ensure compliance by the relevant JV Group Company and its respective directors, officers and employees with all Anti‑Bribery Laws.

20.3.

Each Party undertakes that it will give notice in writing to the Significant Shareholders and the Company of any breach of Clauses 20.1 or 20.2 above as soon as it becomes aware of such breach.

20.4	Each Shareholder and the Company undertakes that it will implement or procure the implementation, without unreasonable delay, of any corrective measure reasonably requested by a Shareholder to remedy any breach of Clauses 20.1 or 20.2 above or to prevent similar future breaches of those Clauses.

21.	Incorporation and Authority


21.1	Each Shareholder represents and warrants to the other Shareholder(s) and the Company that:


	(a)	it is duly incorporated and validly existing under its place of incorporation;

(b)

it has the necessary power and authority to enter into and perform this Agreement;

(c)

the execution, delivery and performance by it of this Agreement will not result in a material breach of: (i) any provision of its articles of association or equivalent constitutional documents; or (ii) any order, judgment or decree of any court or governmental or regulatory authority by which it is bound; and

(d)

it is not required to give any notice to or make any filing with or obtain any permit, consent, waiver or other authorisation from any governmental or regulatory authority in connection with the execution, delivery and performance of this Agreement.

22.	Conflict with Articles


22.1	The Parties agree that, to the maximum extent permitted under applicable law, this Agreement shall prevail as between the Shareholders in the event of a conflict between any provision of this Agreement and a provision of the Articles.

22.2	Each of the Shareholders shall procure that, to the maximum extent permitted under applicable law, any conflicting provision in the Articles is amended to the extent necessary in order to give effect to the provisions of this Agreement.

23.	Confidentiality


23.1	Except as provided in Clause 23.2, each Party shall treat as confidential:

(a)

the provisions of this Agreement; and

(b)

in the case of a Shareholder:


	(i)	except as approved by the Board from time to time, all information which it may have or acquire (whether before or after the date of this Agreement) in relation to customers, suppliers, business, assets or affairs of any JV Group Company; and

(ii)

all information which it or a member of its Shareholder Group may have or acquire (whether before or after the date of this Agreement) in relation to the customers, suppliers, business, assets or affairs of another Party which is a Shareholder or any member of that other Party’s Shareholder Group.

23.2	A Party may disclose, or permit the disclosure of, information which would otherwise be confidential if and to the extent that it:


	(a)	is disclosed to:


	(i)	Agents of that Party or of other members of the Relevant Party’s Group (including, in the case of the FF Party, and subject to the prior approval of the BF Party (not to be unreasonably withheld) the limited partners of the FF Party), provided however, that nothing herein shall restrict the FF Party from disclosing to its limited partners information, on an aggregated basis, relating to the revenues and EBITDA of the JV Group to the extent that such information is not or is no longer material non-public information or has already been publicly announced by Bel Fuse Inc.; or

(ii)

a Third Party Purchaser of Shares in accordance with the provisions of this Agreement, and/or such third party’s Agents if this is reasonably required in connection with this Agreement,

provided that such persons are required to treat that information as confidential and, in the case of disclosure to a Party’s Agents, nominee(s) to the Board or to the board of directors of a JV Subsidiary or members of the Relevant Party’s Group, that the disclosing Party is responsible for any breach of this Clause 23 (Confidentiality) by the recipient of the information;

(b)

is required by law or any securities exchange or regulatory or governmental body (including any Tax authority), provided also that prior notice in writing of any information to be disclosed pursuant to this Clause 23.2 shall be given to any other Party whose confidential information is proposed to be disclosed and their reasonable comments taken into account;

(c)

was already in the lawful possession of that Party or its Agents without any obligation of confidentiality (as evidenced by written records); or

(d)

is in the public domain at the date of this Agreement or comes into the public domain other than as a result of a breach by a Party of this Clause 23 (Confidentiality).

24.	Announcements

A Party may make an announcement in relation to this Agreement if required by the law of any relevant jurisdiction or any securities exchange, regulatory or governmental body provided that, to the extent legally permitted, prior notice in writing of any announcement required to be made is given to the Company and the Significant Shareholders, in which case such Parties shall take all steps as may be reasonable in the circumstances to agree the contents of such announcement prior to making such announcement.

25.	Assignment

No Party may assign, transfer, charge, declare a trust of or otherwise dispose of all or any part of its rights and benefits under this Agreement or any other Transaction Document (including any cause of action arising in connection with any of them) or of any right or interest in any of them (otherwise than pursuant to a Disposal of Shares in accordance with the terms of this Agreement), other than to a Permitted Transferee (as defined in the Articles) of such Party. Notwithstanding any other provision of this Agreement, the BF Party may assign its rights and obligations under this Agreement and the Transaction Documents to any of its lenders or any agent acting on behalf of such lenders (collectively, the “Lenders”) as security for the BF Party’s (or its Affiliates’) obligations to the Lenders, provided that such assignment shall not release the BF Party from its obligations under this Agreement or the Transaction Agreements.

26.	Further Assurance

Each Party shall, insofar as it is able to do so and at its own cost from time to time, do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things reasonably required in order to give full effect to this Agreement and its rights, powers and remedies under this Agreement, including:

(a)

exercising all voting and other rights and powers vested in or available to it in respect of any companies, including the JV Group Companies (whether directly or indirectly and both through its holdings of Shares and through giving requisite directions and authorisations to directors and/or other officers appointed by it); and

(b)

by procuring the convening of all meetings, the passing of all resolutions and the taking of all other necessary or desirable steps,

in such a way as to ensure the complete and punctual fulfilment, observance and performance of the terms of and additionally, in the case of a Party which is a Shareholder, that the Company complies with all of its obligations under, this Agreement.

27.	Entire Agreement


27.1	This Agreement, together with the Transaction Documents and any other documents referred to in this Agreement or any Transaction Document, constitutes the whole agreement between the Parties and supersedes any previous arrangements or agreements between them relating to its subject matter.

27.2

Each Party confirms that it has not entered into this Agreement or any other Transaction Document on the basis of any representation, warranty, undertaking or other statement whatsoever which is not expressly incorporated into this Agreement or the relevant Transaction Document and that, to the extent permitted by law, a Party shall have no right or remedy in relation to action taken in connection with this Agreement or any other Transaction Document other than pursuant to this Agreement or the relevant Transaction Document.

27.3

Save for any claim under or for breach of this Agreement or any other Transaction Document, no Party nor any of its Related Persons shall have any right or remedy, or make any claim, against any other Party nor any of its Related Persons in connection with the transactions contemplated under this Agreement.

27.4	In this Clause 27, “Related Persons” means, in relation to a Party, members of the Relevant Party’s Group and the Agents of that Party and of members of the Relevant Party’s Group.

27.5	Nothing in this Clause 27 (Entire Agreement) shall operate to limit or exclude any liability for fraud.

28.	Severance and Validity

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, it shall be deemed to be severed from this Agreement and the Parties shall replace such provision with one having an effect as close as possible to the deficient provision. The remaining provisions will remain in full force in that jurisdiction and all provisions will continue in full force in any other jurisdiction.

29.	Variations

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the Parties.

30.	Amendments, Remedies and Waivers

31.1

The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Significant Shareholders and the Company, provided that such amendment, modification or waiver is notified in writing to all other Parties (if any), and provided further that any amendment of this Agreement which would be materially and/or disproportionately adverse to the economic, tax or legal position of a Party who is not a Significant Shareholder (if any) compared to the economic, tax or legal position of another Party shall require the prior written consent of each Party.

30.2	No waiver of any right under this Agreement or any other Transaction Document shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective only in the circumstances for which it is given.

30.3	The execution of a Deed of Adherence by any person shall not be considered a modification, amendment or waiver of any provision of this Agreement.

30.4	No delay or omission by any Party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy.

30.5	The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy.

30.6	The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.

30.7

Without prejudice to any other rights or remedies that a Party may have, the Parties acknowledge and agree that damages may not be an adequate remedy for any breach of this Agreement and that the remedies of injunction, specific performance and other equitable remedies will be available where appropriate.

31.	Third Party Rights


31.1	Save as expressly provided in Clause 31.2, nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties and their respective permitted successors or assigns any rights or remedies under this Agreement or with respect to the transactions contemplated hereby.

31.2	Clauses 17.3 and 17.4 and 23 (Confidentiality) are intended to benefit each JV Subsidiary and each member of a given Shareholder’s own Shareholder Group (as appropriate), and each such Clause shall be enforceable by any of them subject to the other terms and conditions of this Agreement.

31.3	The Parties may amend or vary this Agreement in accordance with its terms without the consent of any other person.

32.	Costs and Expenses

Except as otherwise agreed in writing between the Parties, each Party shall pay its own costs and expenses (including Taxation) in connection with the negotiation, preparation and performance of this Agreement and the other Transaction Documents.

33.	Notices

33.3

Any notice or other communication to be given under or in connection with this Agreement (“Notice”) shall be in the English language in writing and signed by or on behalf of the Party giving it. A Notice may be delivered personally (including by courier) or sent by email to the address or email address provided in Clause 33.3, and marked for the attention of the person specified in that Clause.

33.2	A Notice shall be deemed to have been received:


	a.	at the time of delivery if delivered personally; or

at the time of transmission if sent by email, unless the sender receives an automated message that the email has not been delivered,

provided that if deemed receipt of any Notice occurs after 6.00 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9.00 a.m. on the next Business Day. References to time in this Clause 33 (Notices) are to local time in the country of the addressee.

33.3	The addresses for service of Notice are:

The BF Party:

Name: [●]

Address: [●]

For the attention of: [●]

Email address: [●]

The FF Party:

Name: FF3 Holdings, L.P.

Address: 30 Ha’arbaa Street, Tel Aviv Israel

For the attention of: Marc Lesnick

Email address: marc@ffcapital.com

Company:

Name: [●]

Address: [●]

For the attention of: [●]

Email address: [●]

33.4

A Party shall notify the other Parties of any change to its details in Clause 33.3 in accordance with the provisions of this Clause 33 (Notices), provided that such notification shall only be effective on the later of the date specified in the notification and five (5) Business Days after deemed receipt.

34.

No Partnership or Agency

The Parties to this Agreement are not in partnership with each other and there is no relationship of principal and agent between them.

35.

Counterparts

This Agreement may be executed in counterparts and shall be effective when each Party has executed and delivered a counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same instrument.

36.

Governing Law and Jurisdiction


36.1	This Agreement, including any non‑contractual obligations arising out of or in connection with this Agreement, is governed by and shall be construed in accordance with laws of the State of Israel.

36.2

Save as expressly provided in Clauses 11 (Transfer Events), 12 (Expert) and 16 (Fair Value) and Schedule 3 (Deferred Closing Price), any claim, dispute or difference of whatever nature arising under or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non contractual obligations arising out of or in connection with this Agreement) (a “Dispute”) shall be resolved in accordance with this Clause 36.

36.3	Any Party may notify the other parties in writing of a Dispute (a “Dispute Notice”), whereupon the parties shall attempt to resolve the Dispute.

36.4	All Disputes that remain unresolved at least twenty (20) Business Days following the date of the service of the Dispute Notice shall be referred upon the application of any party to, and finally settled by, arbitration in accordance as set forth in section 10.3 of the Share Purchase Agreement.

36.5	The Parties agree that an arbitral tribunal appointed hereunder or under the Share Purchase Agreement may exercise jurisdiction with respect to both this Agreement and the Share Purchase Agreement and that any such arbitrations initiated under each such agreement may be consolidated.

The governing law of this arbitration agreement shall be laws of the State of Israel.

In Witness Whereof each Party has executed and delivered this Agreement as a deed on the date which first appears above.

Schedule 1

Form of Deed of Adherence

This Deed Poll is made on [●] 20[●]

by [●], a company incorporated in [●] with registered number [●] and whose registered office is at [●] (the “New Shareholder”).

Whereas:

[(A) [●] (the “Transferor”) proposes to transfer [●] shares of [●] each in the capital of Enercon Technologies Ltd. (the “Company”) to the New Shareholder (the “Transfer Shares”) and the New Shareholder proposes to acquire the Transfer Shares, subject to and in accordance with the terms and conditions of an agreement to be dated [●] (the “Transfer Date”) and made between the Transferor and the New Shareholder.]

[(B) The Company proposes to allot [●] shares of [●] each in the capital of the Company to the New Shareholder.]

(C) This Deed Poll is entered into under the terms of a shareholders’ agreement between FF3 Holdings, LP., [●]^[2] and the Company dated [date] in respect of the Company, as amended, supplemented or novated from time to time (the “Shareholders’ Agreement”). Under the Shareholders’ Agreement the New Shareholder must execute a deed of adherence in the form of this Deed Poll before being registered as the holder of the Transfer Shares.

This Deed Witnesses:

The New Shareholder undertakes to adhere to and be bound by the provisions of the Shareholders’ Agreement, and to perform the obligations imposed by the Shareholders’ Agreement which are to be performed on or after the Transfer Date and assume the rights and benefits of the Shareholders’ Agreement from that date, in all respects as if the New Shareholder were a party to the Shareholders’ Agreement and named in it as a Shareholder.

2.	This Deed Poll is made for the benefit of (a) the original parties to the Shareholders’ Agreement; and (b) any other person or persons who after the date of the Shareholders’ Agreement (and whether or not before or after the date of this Deed) adheres to the Shareholders’ Agreement.

3.	The notice details of the New Shareholder for the purposes of Clause 33 (Notices) of the Shareholders’ Agreement are as follows:

Name: [ ]

Address: [ ]

For the attention of: [ ]

Email address: [ ]

4.	This Deed Poll shall be governed by and construed in accordance with the laws of the State of Israel.

5.	The New Shareholder agrees irrevocably and for the benefit of each of the parties referred to in Clause 2 of this Deed that Clause 36 (Governing Law and Jurisdiction) shall apply to this Deed Poll.

Schedule 2

Initial BF Call Option Price


1.	The consideration for the acquisition of the Initial Call Shares, pursuant to the exercise of the Initial BF Call Option by the Initial Call Beneficiary, (“Initial BF Option Call Price”) shall be an amount equal to:


	a.	twenty percent (20%) of the sum of:


	i.	$400,000,000;

ii.

plus, the Final Cash as of 11:59 p.m. Israel time on the day immediately prior to the Closing Date, as set out in the Final Adjustment Report;

iii.

less, the amount of Final Indebtedness as of 11:59 p.m. Israel time on the day immediately prior to the Closing Date, as set out in the Final Adjustment Report; and

iv.

less, the amount, if any, by which the Final Net Working Capital as of 11:59 p.m. Israel time on the day immediately prior to the Closing Date, as set out in the Final Adjustment Report, is less than the Target Net Working Capital, or plus, the amount, if any, by which Final Net Working Capital as of 11:59 p.m. Israel time on the day immediately prior to the Closing Date, as set out in the Final Adjustment Report, is greater than Target Net Working Capital, as the case may be;

(the “Initial Call Base Price”)

minus the aggregate of all amounts of Per Vested Option Initial Call Consideration;

minus the Remaining Warrant Initial Call Amount;

(the result being the “Initial Call Beneficiary Consideration Portion”)

plus an amount equivalent to interest of six percent (6%) per annum on the Initial Call Beneficiary Consideration Portion calculated from the Closing Date until the payment date of the consideration relating to the Initial BF Call Option;

less an amount equivalent to the sum of any dividends or similar payments made to the FF Party in relation to the Initial Call Shares in the period between Closing and the acquisition of the Initial Call Shares by the Initial Call Beneficiary (including an amount equivalent to interest of six percent (6%) per annum from the date of payment of the relevant dividend until the payment date of the consideration relating to the Initial BF Call Option).

2.	Certain Definitions


	a.	“Per Vested Option Initial Call Consideration” means with respect to each Vested Company Option, an amount equal to (i) the sum of the Initial Call Base Price plus the aggregate exercise price of all Vested Company Options that are in the money plus the Remaining Warrant Total Exercise Price; divided by (ii) the sum of the Initial Call Shares plus all of the Vested Company Options that are in the money plus the Remaining Warrant Shares.

“Remaining Warrant Initial Call Amount” means (i) the Remaining Warrant Initial Consideration; minus (ii) the Remaining Warrant Total Exercise Price.

“Remaining Warrant Initial Consideration” means, an amount equal to (a) 3,000 multiplied by (b) (i) the sum of the Initial Base Price, plus the aggregate exercise price of all Vested Company Options that are in the money plus the Remaining Warrant Total Exercise Price; divided by (ii) the sum of the Initial Call Shares plus all of the Vested Company Options that are in the money plus the Remaining Warrant Shares.

“Remaining Warrant Total Exercise Price” means $2,070.

Schedule 3

Deferred Closing Price


1.	In this Schedule:

“Deferred Closing Balance Sheet Amount” means an amount equal to:

the Final Deferred Closing Cash as of the Deferred Closing Effective Time, as set out in the Final Deferred Closing Adjustment Report;

less, the amount of Final Deferred Closing Indebtedness as of the Deferred Closing Effective Time, as set out in the Final Closing Adjustment Report; and

less, the amount, if any, by which the Final Deferred Closing Net Working Capital as of the Deferred Closing Effective Time, as set out in the Final Deferred Closing Adjustment Report, is less than the Target Net Working Capital, or plus, the amount, if any, by which Final Deferred Closing Net Working Capital as of the Deferred Closing Effective Time, as set out in the Final Deferred Closing Adjustment Report, is greater than Target Net Working Capital, as the case may be;

“Deferred Closing Effective Time” means 11:59 p.m. Israel time on the day immediately prior to the Deferred Closing;

“Per Vested Option Deferred Consideration” means with respect to each Vested Company Option, an amount equal to (i) the sum of the Deferred Purchase Price plus the aggregate exercise price of all Vested Company Options that are in the money plus the Remaining Warrant Total Exercise Price; divided by (b) the sum of the Deferred Call Shares or Deferred Put Shares (as applicable) plus all of the Vested Company Options that are in the money plus the Remaining Tmura Warrant Shares.

“Remaining Warrant Deferred Call Amount” means (i) the Remaining Warrant Deferred Consideration; minus (ii) Remaining Warrant Total Exercise Price.

“Remaining Warrant Total Exercise Price” means $2,070.

“Remaining Warrant Deferred Consideration” means, an amount equal to (a) 3,000 multiplied by (b) (i) the sum of the Deferred Purchase Price, plus the aggregate exercise price of all Vested Company Options that are in the money plus the Remaining Warrant Total Exercise Price; divided by (ii) the sum of the Deferred Call Shares or Deferred Put Shares (as applicable) plus all of the Vested Company Options that are in the money plus the Remaining Warrant Shares.

2.	Subject to paragraphs 3 and 4 of this Schedule 4, in relation to the acquisition of the Deferred Call Shares or Deferred Put Shares (as applicable) pursuant to the exercise of the Deferred Call Option or Deferred Put Option (as applicable), the consideration shall be an amount equal to:


	a.	twenty percent (20%) of the sum of:


	i.	an amount equal to 10.65 multiplied by the 2026 EBITDA, as agreed or determined pursuant to the Share Purchase Agreement;

ii.

plus, the Deferred Closing Balance Sheet Amount;

(for the purposes of the calculations in paragraph 1 of this Schedule 3 in relation to this paragraph 2, the “Deferred Purchase Price”)

minus the aggregate of all amounts of Per Vested Option Deferred Consideration; and

minus the Remaining Warrant Deferred Call Amount;

3.	Subject to paragraph 4 of this Schedule 3, upon the occurrence of an Acceleration Event and the consequent acceleration of the Deferred Closing pursuant to Clause 13.13 of this Agreement, the “Deferred Closing Price” shall instead be calculated as follows:


	a.	if an Acceleration Event is triggered by the BF Party entering into a transaction (as set out in Clause 13.13(a)), the “Deferred Closing Price” shall be the greater of:

10.65 multiplied by the last twelve months (“LTM”) adjusted EBITDA (“LTM EBITDA”) multiplied by twenty percent (20%) (provided, however, that if the transaction occurs after 30 June in the relevant calendar year, such calculation will use the then budgeted EBITDA of the Company Group for such current year rather than LTM EBITDA) (in either case, the resulting product being the “Acceleration EBITDA Amount”):


	A.	*plus*, twenty percent (20%) of the Deferred Closing Balance Sheet Amount;

(for the purposes of the calculations in paragraph 1 of this Schedule 3 in relation to this paragraph 3(a), the “Deferred Purchase Price”)

minus the aggregate of all amounts of Per Vested Option Deferred Consideration; and

minus the Remaining Warrant Deferred Call Amount; or

ii.

the value of the FF Party’s holdings based on the same price per share as the purchase price paid for the BF Party’s shares in the Company (the “Acceleration Tag Along Amount”); or


	b.	if an Acceleration Event is triggered by Dan Bernstein selling twenty five percent (25%) or more of his shares, or any third party acquires a majority controlling interest, in Bel Fuse Inc. (provided that in each case no such acceleration shall be deemed to occur as a result of any direct or indirect transfer of shares in Bel Fuse Inc. occurring upon or as a consequence of the death or permanent incapacity of Dan Bernstein), the “Deferred Closing Price” shall be an amount equal to:

the Acceleration EBITDA Amount:

ii.

plus, twenty percent (20%) of the Deferred Closing Balance Sheet Amount;

(for the purposes of the calculations in paragraph 1 of this Schedule 3 in relation to this paragraph 3(b), the “Deferred Purchase Price”)

iii.

minus the aggregate of all amounts of Per Vested Option Deferred Consideration; and

iv.

minus the Remaining Warrant Deferred Call Amount.

Where paragraph 3 requires LTM EBITDA to be calculated, EBITDA shall be calculated for by reference to the last 12 calendar months of management accounts which have been prepared by the Company Group prior to the Acceleration Event in accordance with the Share Purchase Agreement, mutatis mutandis.

4.	The Deferred Closing Price payable pursuant to paragraph 2 or paragraph 3 above shall be subject to the following limitations:

the Deferred Closing Price payable on a per-share basis shall not:


	i.	exceed one hundred and thirty five percent (135%) of an amount equal to: (A) the per-share consideration received by the Sellers at the Closing (as adjusted pursuant to Section 2.7 of the Share Purchase Agreement) plus (B) all Earnout Payments received on a per-share (i.e. the shares sold at the Closing) basis by the Sellers following the Closing; or

ii.

be less than seventy five percent (75%) of an amount equal to: (A) the per-share consideration received by the Sellers at the Closing (as adjusted pursuant to Section 2.7 of the Share Purchase Agreement); plus (B) all Earnout Payments received on a per-share (i.e. the shares sold at the Closing) basis by the Sellers following the Closing.

5.	For the purposes of calculating the Deferred Closing Balance Sheet Amount:


	a.	the provisions of section 2.7 of the Share Purchase Agreement shall apply mutatis mutandis and references in section 2.7 of the Share Purchase Agreement to “Closing” shall be read as references to the “Deferred Closing”; provided, however, that references to “Accounting Principles” shall be read as references to US GAAP;

“Final Deferred Closing Adjustment Report” means the Adjustment Report prepared in relation to the Deferred Closing pursuant to this paragraph 5, as agreed to by the parties or as determined by the Independent Accounting Firm;

“Final Deferred Closing Cash” means the Cash as at the Deferred Closing Effective Time, as adjusted, if at all, in the Final Deferred Closing Adjustment Report;

“Final Deferred Closing Indebtedness” means the Indebtedness as at the Deferred Closing Effective Time, as adjusted, if at all, in the Final Deferred Closing Adjustment Report; and

“Final Deferred Closing Net Working Capital” means the Net Working Capital as at the Deferred Closing Effective Time, as adjusted, if at all, in the Final Deferred Closing Adjustment Report.

“Sellers” has the meaning given to such term in the Share Purchase Agreement.

For purposes of calculating the Deferred Closing Price under this Schedule 3, the calculation of EBITDA, Final Deferred Cash, Final Deferred Closing Indebtedness and Final Deferred Closing Net Working Capital shall be adjusted to disregard the effects of the acquisition of any business by the Company following the Closing.

Any material changes following the date of the Closing implemented by the Company in or of any accounting policies or management estimations applied in calculating the financial performance or operations of the Company shall be discussed between the Significant Shareholders and the Company. No changes to any accounting policies relating to inventory shall be taken into account for the purposes of calculating EBITDA or the Deferred Closing Balance Sheet Amount.

Schedule 4

Option Protection Matters


1.	Making any fundamental change in the overall nature of the business of the Company and the Company Group;

2.	Other than issuances by the Company in accordance with the Articles and any intra-group transactions among members of the Company Group, creating, allotting or issuing any share capital to any Person;

3.	Reducing share capital, purchasing or redeeming any share capital or varying the rights attaching to any class of shares of the Company;

4.	Acquiring or disposing of all or a material part of the Company Group;

5.	Amending the Articles;

6.	Proposing or taking any steps to wind-up or liquidate (or any analogous action) in relation to the Company or any material subsidiary of the Company (other than any internal intra-group reorganisation);

7.	Entering into, modifying or terminating any related party transactions with any Shareholder or its Affiliates, other than in the ordinary course of business and on commercial arm’s length terms;

8.	Implementing new, or increasing existing, management/key employee incentive programs/entitlements, or bonuses that are not in accordance with past practices, plus 10% per annum;

9.	Raising of additional funds, other than through shareholder loans in accordance with the terms of the Shareholders Agreement;

10.	Hiring a Chief Executive Officer or Chief Financial Officer;

11.	Approval of annual 2025 budget of the Company or changes thereto and an aggregate deviation of 10% or more from the annual 2025 budget;

12.	Approval of annual 2026 budget of the Company and any deviations from it representing a budgeted 2026 EBITDA (as defined in the Shareholders Agreement) of less than $49 million;

13.

Approval of the annual 2027 budget of the Company for the period following the annual 2026 budget until the expiry of the Deferred Exercise Period (or where the Deferred Put Option or Deferred Call Option has been exercised, prior to the Deferred Closing Date), with respect to any deviations from prior budgets which will result in the reduction of the Company's cash reserves by more than 10% from the prior fiscal year.

14.	Acquiring a new business with annual losses of $10,000,000 or above, disposing of any business, or merging with another business;

15.	Appointment of auditors or dismissal thereof, that is not a member of the “Big5”;

16.

Any capital investment or expenditure in excess of $4,000,000 per annum (excluding any capital investment or expenditure which is reasonably required as a result of damage or destruction occurring or which is otherwise reasonably required to allow the Company Group to continue its ordinary course operations); or

17.	Entry into an agreement, commitment or arrangement in respect of any of the above.

Schedule 5

Restricted Investments

[***]

FF3 HOLDINGS, L.P.

By:_______________________________

Name: [●]

Title: [●]

[BEL FUSE INC.]

By:_______________________________

Name: [●]

Title: [●]

ENERCON TECHNOLOGIES LTD.

By:_______________________________

Name: [●]

Title: [●]

^[1] Note: Identity of BF Purchaser vehicle to be inserted prior to Closing.

^[2] Note: Name of BF purchaser vehicle to be inserted prior to Closing.

Exhibit 10.2

Execution Version

SECOND AMENDMENT AGREEMENT

This SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 18th day of September, 2024 among:

(a) BEL FUSE INC., a New Jersey corporation (the “Borrower”);

(b) the Lenders, as defined in the Credit Agreement (as hereinafter defined), party hereto, which constitute the Required Lenders, as defined in the Credit Agreement; and

(c) KEYBANK NATIONAL ASSOCIATION, a national banking association, as the administrative agent for the Lenders under the Credit Agreement (the “Administrative Agent”).

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit and Security Agreement, dated September 2, 2021 (as amended by the First Amendment Agreement, dated as of January 12, 2023 (the “Existing Credit Agreement”, and as amended by this Amendment, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders party hereto make certain amendments to the Existing Credit Agreement, including (1) increasing the cap set forth in Section 2.10(b) of the Existing Credit Agreement by $50,000,000 to $150,000,000, (2) adding certain customary provisions permitting the use of Revolving Loans on a limited conditions basis to finance the Project Everest Acquisition (as defined in the Credit Agreement) and (3) permitting the Project Everest Acquisition under the Credit Agreement;

WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and

WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Required Lenders agree as follows:

Amendment to Credit Agreement. The body of the Existing Credit Agreement is hereby amended to delete the red, stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the blue, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Amendment Effective Date; Closing Date Amendments.


	(a)	This Amendment shall become effective as of the first date on which the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) the Administrative Agent and (iii) the Lenders party to this Amendment, which collectively constitute Required Lenders.

(b)

On the Project Everest Closing Date and subject to the closing of the Project Everest Acquisition, the Credit Agreement shall be amended to reflect the below:

Clause (b)(vi) of the definition of “Consolidated EBITDA” in Section 1.1 (Definitions) shall be amended and restated in its entirety as follows:

(vi) (x) unamortized costs, fees and expenses incurred in connection with the closing of this Agreement, in an aggregate amount not to exceed One Million Dollars ($1,000,000) and (y) one time fees, costs and expenses incurred in connection with the Project Everest Acquisition, in an aggregate amount not to exceed Twenty Million Dollars ($20,000,000);

ii.

Section 1.1 (Definitions) shall be amended to add the following definitions in appropriate alphabetical order:

"Pennsylvania Real Property Disposition” means the sale, lease, transfer or other disposition of the real property located at 11118 Susquehanna Trail South, Glen Rock, PA 17327.

“Project Everest Earnout” means the “Earnout Payments” as described (and defined) in the Project Everest Acquisition Agreement, which such earn-outs shall not constitute Indebtedness or Restricted Payments for any purpose under this Agreement.

“Project Everest Purchase Option” means that certain purchase option under that certain Shareholders’ Agreement, dated as of the Second Amendment Effective Date, by and among the Borrower, as shareholder, FF3 Holdings, L.P., as shareholder, and Enercon Technologies Ltd., as company, which such purchase option shall not constitute Indebtedness for any purpose under this Agreement and shall not be restricted by Sections 5.11 or 5.13 of this Agreement.

iii.

The first sentence of Section 2.10(b)(i) (Modifications to Commitments; Increase in Commitment) shall be amended by adding the following proviso to the end of such sentence:

; provided, further, that, following any increase in the Maximum Revolving Amount in connection with the Project Everest Acquisition, the maximum available amount under the preceding proviso shall be One Hundred Million Dollars ($100,000,000).

iv.

Section 5.8(g) (Borrowing) shall be amended and restated in its entirety as follows:

(g) other unsecured or secured Indebtedness in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies at any time outstanding not to exceed the greater of (x) Thirty Million Dollars ($30,000,000) and (y) Twenty Percent (20%) of Consolidated EBITDA for the most recently ended four-fiscal quarter period for which financial statements have been delivered under this Agreement; and

Section 5.9(g) (Liens) shall be amended and restated in its entirety as follows:

(g) other Liens, in addition to the Liens listed above securing amounts, in the aggregate for all Companies, not to exceed the greater of (x) Thirty Million Dollars ($30,000,000) and (y) Twenty Percent (20%) of Consolidated EBITDA for the most recently ended four-fiscal quarter period for which financial statements have been delivered under this Agreement; provided, that, any such Liens incurred in connection with the incurrence of Indebtedness on a pari passu or junior basis to the Obligations shall be subject to a customary intercreditor agreement or arrangement, each pursuant to terms reasonably satisfactory to the Administrative Agent.

vi.

Section 5.11(v) (Investments, Loans and Guaranties) shall be amended and restated in its entirety as follows:

(v) (a) loans to, investments in and guaranties of the Indebtedness (permitted under Section 5.8(d) hereof) of, a Company from or by a Company so long as each such Company is a Credit Party and (b) investments by any Company in any Company that is not a Credit Party, in an amount not to exceed Twenty Million Dollars ($20,000,000) in the aggregate for all such investments;

vii.

Section 5.12(g)(iii) (Merger and Sale of Assets) shall be amended and restated in its entirety as follows:

(iii) the amount of proceeds for each such disposition does not exceed Five Million Dollars ($5,000,000) per each such disposition;

viii.

Section 5.12 (Merger and Sale of Assets) shall be amended to add a new subsection (i) as follows:

(i) the Borrower may consummate the Pennsylvania Real Property Disposition.

ix.

Section 5.17 (Affiliate Transactions) of the Credit Agreement (as amended by this Amendment) shall be amended and restated in its entirety as follows:

No Company shall, directly or indirectly, enter into or permit to exist any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) in an amount greater than Five Million Dollars ($5,000,000) per each such transaction or series of transactions with any Affiliate of a Company (other than a Company that is a Subsidiary of the Borrower) on terms that shall be less favorable to such Company than those that might be obtained at the time in a transaction with a Person that is not an Affiliate of a Company; provided that the foregoing shall not prohibit (i) the payment of customary and reasonable directors’ fees to directors who are not employees of a Company or an Affiliate of a Company, (ii) intercompany transactions in connection with the Project Everest Acquisition on the Project Everest Closing Date, (iii) payment of the Project Everest Earnout or (iv) Project Everest Purchase Option.

Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with the Organizational Documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) the Borrower is not aware of any claim or offset against, or defense or counterclaim to, the Borrower’s obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms.

Waiver and Release. The Borrower, by signing below, hereby waives and releases the Administrative Agent, and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

References to Credit Agreement and Ratification. Each reference to the Credit Agreement that is made in the Credit Agreement or any other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as otherwise specifically provided herein, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

Severability. Any provision of this Amendment that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of New York.

10.

JURY TRIAL WAIVER. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first set forth above.

BEL FUSE INC.

By: /s/ Farouq Tuweiq
Name: Farouq Tuweiq
Title: Chief Financial Officer