(a) Tax Returns. The Company has duly and timely filed (including any extensions) all tax returns to be filed in accordance with legal requirements in any jurisdiction where the Company is or has been taxable, and such tax returns are correct, accurate and complete in all material respects, have been prepared in accordance with legal requirements and reflect tax responsibility and other information, which must be reported there, properly reflected. These tax returns do not include, and do not need to contain, a statement relating to tax havens or tax avoidance transactions, such as those identified by a notice, regulation or other form of guidance issued under legal requirements, in order to avoid the imposition of a penalty. Nothing contained in a corporation`s or corporation`s income tax return could reasonably expose the corporation to penalties. 2.2 Ownership. Immediately prior to closing, Seller will be the legal and beneficial owner of all shares listed next to Seller`s name in Schedule A. None of the shares held by the Seller shall be subject to charges, pending subscriptions, subscription rights or “put” or “call” rights created by legal obligation, statutes or any contract to which the Seller is a party or to which the Seller or any of its assets are bound and oblige the Seller to issue, deliver, sell, redeem or redeem or cause to be issued, delivery, sale, redemption or redemption of any interest in the Company or any other right to purchase or otherwise acquire an interest in the Company, whether acquired or acquired, and the Seller has made no promise or agreement (enforceable, written or oral) to sell any interest in the Company to any person; assign or otherwise transfer. 2.1 Authority and Enforceability. Seller shall have all necessary powers and authority to complete the transaction documents in which it is involved and to perform its obligations thereunder as may otherwise be necessary to complete the Transactions. The execution, delivery and execution by the Seller of the transaction documents and of any certificates and other instruments to be executed and delivered by the Seller in accordance with these documents, as well as the execution of the transactions contemplated therein, have been duly and validly authorized by all necessary corporate actions on the part of the Seller. The transaction documents and any certificates and other instruments to be issued and delivered by the Seller thereunder have been duly and validly signed and delivered by the Seller and, assuming proper approval, performance and delivery by the other parties, constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller under its terms. Subject to (a) generally applicable legal requirements relating to bankruptcy, bankruptcy, moratorium, debtor redress and enforcement of creditors` rights generally, and (b) law governing certain benefits, injunctive relief, other equitable remedies and other general principles of equity. (c) The Company maintains and has maintained a system of internal accounting controls and procedures sufficient to provide reasonable assurance that: (i) all transactions are executed in accordance with the general or specific approval of the Company`s management; (ii) all transactions are recorded as necessary to enable the preparation of financial statements in accordance with GAAP, (iii) all invoices to customers reflect valid claims for services provided by the Company; (iv) the use of the Company`s assets is permitted only in accordance with the general or specific approval of the Company`s management; and (v) the recognition of assets is compared at reasonable intervals with existing assets and appropriate action is taken in the event of a difference.

The company does not and has not kept any off-the-books accounts. The Company has provided or provided the Buyer with true, accurate and complete copies of all policies, manuals and other documents that publish or describe the Company`s internal accounting controls and procedures. (iii) Option Payment Amount. The buyer does not take any options and does not survive the transaction. Notwithstanding the foregoing, for the avoidance of doubt, option holders and the trustee under section 102 must, among other things, sign an option holder instrument in order to be eligible to receive payments under this Agreement. (g) As soon as practicable after the date of this Agreement, the Company will request its Israeli lawyers, consultants and/or accountants to prepare and file with ITA a request for an advance tax ruling (which will be approved by the Buyer and its Israeli legal counsel prior to filing and whose approval will not be unreasonably denied). conditional or deferred). The Company and the Buyer shall arrange for their respective legal advisors, advisors and accountants to coordinate all activities and cooperate with each other in relation to the preparation and filing of such application and in the preparation of any written or oral submission that may be necessary, appropriate or desirable to obtain the optional tax ruling.