股权购买协议 中英文

SERIES B PREFERRED SHARE PURCHASE AGREEMENT

B 系列优先股股权购买协议

W I T N E S S E T H:

WHEREAS , the Board of Directors of the Company (the \has determined that it is in the best interests of the Company to raise additional capital by means of the issuance of o XXXX of the Company's Series B Preferred Shares, par value NIS 0.01 per share (the \per Share of US (the \(the \

鉴于，出于公司利益的考虑，公司董事会决定通过向投资方发行XXX股B 系列优先股来为公司筹集额外资本，票面价值为NIS 0.01，每股XXX美元,购买价格总计XXX美元(以下简称”投资总额”)，如下文所示；

WHEREAS , the Investor desires to invest in the Company an amount equal to the Investment Amount and purchase the Purchased Shares (as defined below) pursuant to the terms and conditions more fully set forth, and specifically subject to the Company's achievement of a certain milestone as provided herein;

鉴于，投资方愿意依据下述条款和条件、在公司取得一定里程碑时投资XXX美元购买股票.

WHEREAS, concurrently with the signature of this Agreement, has delivered to the Investor a commitment letter in the form attached hereto as Schedule 2.1.13 whereby it has committed to transmit to the Company the balance of the OCS

Funding Residual Amount (as defined below) in accordance with the terms set forth herein and therein.

鉴于，本协议签署之时， XXXX（如下文定义）要向投资方以附件“2.1.13”的格式递交承诺函，承诺向公司支付OCS 资金残留金额（如下文定义） NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

现在,在考虑到双方的承诺和契约规定，双方据此同意如下：

Issue and Purchase of Shares. 股票的发行和购买

1.1. Issue and Purchase of Shares. 股票的发行和购买

Subject to the terms and conditions hereof, the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company, an aggregate of (xxxx) of the Company's Series B Preferred Shares (the \Share equal to the PPS, reflecting a pre-money valuation of the Company of xxx and calculated on a Fully Diluted Basis (as defined below), for the aggregate

Investment Amount. The capitalization table of the Company reflecting the issued and outstanding share capital of the Company on a Fully Diluted Basis (as defined below), immediately prior to and immediately following the Closing (as defined below), is attached hereto as Schedule 1.1 (the \

根据相关条款及条件,公司应对投资方发行并分配股票,投资方应从公司购买总计xxxx股B系列优先股(以下简称”购买的股票”),每股价格为xxx美元,反映出在全面摊薄基础上，公司交易总额的交易前市值为xxx美元.附件1.1(简称”资产表”)公司的资产表反映了交易结束前后在全面摊薄基础上公司已发行的流通股本.

1.2. For the purposes of this Agreement, \Diluted Basis\shall mean all issued and outstanding share capital of the Company, including (i) all ordinary shares of the Company, par value of NIS 0.01 each (the \Preferred A shares of the Company, par value of NIS 0.01 each (the “Preferred A Shares”), and all Preferred B Shares, (iii) all securities convertible into Ordinary Shares being deemed so converted, (iv) all convertible loans being deemed so converted (v) all options, warrants and other rights to acquire shares or securities exchangeable or convertible for shares of the Company, being deemed so allocated, exercised and converted, and (vi) all options reserved for (including any unallocated option pool) and/or allocated for issuance to employees, consultants, officers, service providers or directors of the Company pursuant to any current share option plans, agreements or arrangements heretofore, prior to the Closing, approved by the Board of the Company (the \Pool\deemed converted and/or granted and/or exercised.

“全面摊薄基础”代表公司已发行流通的股票.包括:1)所有的普通股,每股票面价值为NIS0.01;2)公司的A轮优先股和B轮优先股,每股票面价值为NIS0.01;3)所有被转换为普通股的证券;4)所有可转换贷款;5)被分配,行使和转换的所有期权,许可证或可取得可转换股票的其他权益; 6)在交割前，由公司董事会批准的、根据任何目前或未来激励性股票期权计划的协议或安排,为公司员工,顾问,高级管理人员,服务提供商,董事所保留的或直接向其分配的可被转化,授予,或行使的期权.

1.3. The Investment Amount shall be invested by the Investor in the Company in three installments as follows: (i) an amount of (the “First Installment”) shall be paid to the Company at and subject to the Closing as defined in Section 2 herein, in consideration for the issuance to the Investor of xxxx Preferred B Shares (the \(the “Second Installment”) shall be paid to the Company within xx months following the Closing Date (the \Installment Date\B Shares (the \

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“Third Installment” shall be paid to the Company at and subject to the Third Installment Date (as defined below), in consideration for the issuance to the Investor of xxxxPreferred B Shares (the \

投资方的注资金额应分三期投资如下:1)在交割时应投资xxxx美元(以下简称”首期投资”) (根据第2章定义的“交割”的定义),作为对价，投资方将享有xxx 轮优先股(以下简称”交割购买的股票”).2)应在交割日结束后的xx月内投资60万美元(以下简称”二期投资”),投资方将获得xxxx股B轮优先股(以下简称”二期投资股票”);3)剩下的作为第三期投资应于三期投资日支付,投资方可获得xxxx优先股(以下简称”三期投资股票”)

2. The Closing. 交割/结束 The closing of the sale and purchase of the Purchased Shares (the \shall take place at the offices of xxxx or remotely via the exchange of documents and signatures, at a time and on a date to be specified by the Parties, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver of all of the conditions set forth in Sections 7 and 8 below to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing) or at such other time and place as the Company and the Investor mutually agree upon in writing , but in any event, no later than 45 days following the signing of this Agreement (the date of the Closing being herein referred to as the \\Day\shall mean any day other than Friday, Saturday, Sunday or any other day on which banks are legally permitted to be closed in Israel or in China. It is hereby clarified that to the extent the conditions set forth in Sections 7 and 8 below have not been satisfied (and/or waived as set forth herein) as of the Closing Date, the Parties agree that this Agreement will be of no further force and effect and each of the Parties agree that this Agreement will be of no further force and effect and each of the hereby irrevocably waive any demand or claim against the other Party in this respect except with respect to any breach by any Party of any pre-closing obligations under this agreement that occurred prior to the Closing Date.

股票购买的售卖结束地点是xxxx 或通过远程交换文件和签名，具体日期双方决定,但不得晚于如下7和8条规定条件圆满完成或免除（除了依其特点应于交割满足的条件）后的3个工作日,或者投资方和公司书面商定的日期和地点,但是任何情况下不得超过本协议签署后的45天..工作日可为任何一天,但不包括周五,周六和周日或以色列或中国银行的法定非营业时间.此处需要澄清的是,如果截止交割日7条和8条规定下的条件不满意(和/或放弃此处规定),双方同意此协议不具有效力,此处的任何一方不可撤销的放弃对对方的要求或本协议交割前出现的不利于预交割义务一方。

2.1. Deliveries and Transactions at the Closing. 交割时的交付和交易

At the Closing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered): 交割时将同时发生如下交易（仅当交易完成、所有被要求的资料递交,交易才被视为完成，材料才被视为送达.） 2.1.1 Shareholders Resolution. 股东决议

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2.1.2 2.1.3 2.1.4 True and correct copies of duly executed resolutions of the Company's shareholders, in the form attached hereto as Schedule 2.1.1, shall be delivered to the Investor, by which, inter alia: (i) the authorized share capital of the Company shall be modified to create the Preferred B Shares; (ii) the execution, delivery and performance by the Company of this Agreement (including all schedules and exhibits attached hereto), the Director Indemnity Agreement (as defined below)， the Repurchase Agreements (as defined below) , the Trust Agreement (as defined below),and all instruments, documents, exhibits and agreements contemplated hereby or thereby or ancillary hereto or thereto (collectively with this Agreement, the \Agreements\including without limitation, the performance of the Company's obligations hereunder and there under shall have been approved, to the extent such approval is necessary; and (iii) the current Articles of Association of the Company shall have been replaced with the Restated Articles (as defined below), effective as of the Closing Date.

公司股东已签署的、真实正确的决议应送达给投资方（以附件2.1.1的形式）。除此之外还包括:1）公司法定股本应修改以创建优先股B；2）由公司签署，交付和履行的本协议（包括所有附件和证件），董事赔偿协议，回购协议（定义如下）,信托协议（定义如下）以及所有文书，文件，证物和由此或附属于此的所有全部协议（以下简称“交易协议”），包括但不限于已获得批准的公司义务的履行，若有此批准视为必要；3）目前公司的章程应由重申的章程所取代，自交割日起生效。 Board Resolutions. 董事决议

True and correct copies of a duly executed resolution of the Board, in the form attached hereto as Schedule 2.1.2, shall be delivered to the Investor, by which, inter alia: (i) the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements shall have been approved; (ii) the issuance and allotment of the Purchased Shares to the Investor against and according to the payments of the First Installment, Second Installment and Third Installment shall have been approved; (iii) the reserving of a sufficient number of Ordinary Shares to be issued upon conversion of the Purchased B Shares shall have been approved; (iv) the approval of the reservation of xxxx Ordinary Shares under the ESOP Pool; and (v) updated signatory rights. 以附件2.2.1的格式提交给投资方的真实正确的已签署的公司董事决议外，还应提交:1)公司此协议的交付和执行及交易协议获得批准;2)根据投资方1,2,3期的投资额发行并分配相应的股票给投资方;3)在优先股B获得转化的基础上保留足够的普通股数量.4) 在员工期权计划下，批准保留xxx 股普通股；及5）签字权

Amendment of Corporate Documents. 公司文件的修订

At the Closing Date, the Company shall replace its current Articles of Association by adopting the Amended and Restated Articles of Association of the Company (the \Articles\in the form attached hereto as Schedule 2.1.3, and the Company shall file the Restated Articles with the Israeli Registrar of Companies immediately following the Closing Date.

自交割之日起,公司的现有章程由已修定重述的章程(简称”重述章程”)所取代,形式如附表2.1.3。交割日后,公司向以色列公司注册局提交重述的章程.

Waivers/Termination and Release of any Participation Rights. 放弃/终止和解除任何参与权 4

2.1.5 2.1.6 2.1.7 2.1.8 2.1.9 The Company shall deliver to the Investor a letter in the form attached hereto as Schedule 2.1.4, signed by each shareholder of the Company holding any preemptive, anti-dilution and any other participation or veto rights or any similar rights, by virtue of which such shareholder may be entitled to purchase or receive securities of the Company in connection with the transactions contemplated hereunder (collectively, \and Other Rights\pursuant to which he, she or it has waived such Participation and Other Rights with respect to the transactions contemplated by this Agreement and/or any other Transaction Agreement(s), including without limitation, with respect to any conversion of the Purchased Shares into ordinary shares of the Company.

公司向投资方提交信件形式如附件2.1.4 信件需由公司每个拥有优先权,反稀释权,和其他参与/否决权或其他类似权利的股东签字.通过这股东才有权购买或收到交易中公司发行的证券.据此,他/她已放弃交易中协议的参与权或其他权利,包括但不限于已购买的优先股转化为普通股. Share Certificate and Registration. 股权认证和注册 Subject to Section 2.1.14 below, the Company shall deliver to the Investor a validly executed share certificate in the form attached hereto as Schedule 2.1.5A, in the name of the Investor reflecting all of the Closing Purchased Shares. The Company shall register the allotment of the Closing Purchased Shares to the Investor in the Company's Shareholders Register in the form attached hereto as Schedule 2.15B and shall deliver a copy of the register to the Investor.

根据下文2.1.14，公司向投资方交付有效签署的股权证书,形式如附件2.1.5A.以投资方的名义反映所有的交割购买股票.公司向公司股东注册局注册交割购买股票的分配并向投资方提交注册副本,形式如附件2.1.5B. Compliance Certificate. 合规证书 The Company shall deliver to the Investor a certificate, substantially in the form attached hereto as Schedule 2.1.6, duly executed by the Chief Executive Officer of the Company, and dated as of the Closing Date. 交割之日,公司向投资方提交由CEO签署的证书,形式如附件2.1.6. Opinion of Counsel. 顾问的意见

The Company shall deliver to the Investor an opinion, in the form attached hereto as Schedule 2.1.7, dated as of the Closing Date, of xxx Law Firm, counsel to the Company. 公司向投资方提交署有交割日期、xxx 律所的顾问意见,形式如附件2.1.7 Notice to the Registrar of Companies. 公司注册局的通知 The Company shall deliver to the Investor a copy of the notices to be sent to the Israeli Registrar of Companies of the issuance of the Closing Purchased Shares under this Agreement in the form attached hereto as Schedule 2.1.8.公司向投资方提交已发送给以色列公司注册局的有关此协议下交割购买购票的发行的通知附件,以附件2.1.8的形式.

Nomination of Board Members. 提名董事会成员

The Investor shall provide a written notice of appointment of one director to the Board (the “Investor’s Director”), and the Board shall be comprised and designated in accordance with the Restated Articles, and the Company shall promptly report the same to the Israeli Registrar of Companies immediately following the Closing Date, in form attached hereto as Schedule 2.1.9.投资方应向

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2.1.10 2.1.11 2.1.12 董事会提交一名董事的书面通知任命(以下简称”投资方的董事,”),该董事应根据重列的章程指定.交割之日起公司立即向以色列公司注册局报告.形式如附表2.1.9

Indemnity Agreement. 赔偿协议

The Company shall have executed an Indemnity Agreement with the Investor Director, as well as all other directors and nosey misra of the Company (“????? ????”) in the form attached hereto as Schedule 2.1.10 (the \Indemnity Agreement\公司应与投资方董事,以及所有的其他董事和公司的nosey misra签署赔偿协议, 形式如附表2.1.10(以下简称”董事的赔偿协议”) Repurchase Agreements. 回购协议 Each of the Founder(s) shall have entered into an amended Share Repurchase Agreement with the Company in the form attached hereto as Schedule 2.1.11. (the “Amended Share Repurchase Agreement ”),

每个创始人以附件2.1.12形式与公司签订一份修改过的回购协议(简称”修改的回购协议”)

Office of the Chief Scientist – “Foreign Entity” Undertaking.“OCS---外国实体”担保 The Investor shall deliver to the Company, to the extent required, a duly executed undertaking to comply with the terms and conditions of the OCS, and all regulations and directives of the Ministry of Industry, Trade and Labor applicable to the Company in connection with the OCS funds received by the Company in the form attached hereto as Schedule 2.1.15.

如果需要，投资方向公司提交正式签署的承诺书以遵守OCS的条款和条件，以及与公司收到的OCS资金相关的工业部门，贸易和劳工的所有的法规和指令，这些适用于公司，以附件2.1.15的形式。

3. The Second Installment. 二期投资

At the Second Installment Date, the Company shall issue and allot to the

Investor the Second Installment Shares in consideration for the Second Installment and shall deliver to the Investor: (i) a validly executed share certificate in the form attached hereto as Schedule 3A, in the name of the Investor reflecting all of the Second Installment Shares. The Company shall register the allotment of the Second Installment Shares to the Investor in the Company's Shareholders Register in the form attached hereto as Schedule 3B and shall deliver a copy of the register to the Investor; and (ii) a copy of the notices to be sent to the Israeli Registrar of

Companies of the issuance of the Second Installment Shares under this Agreement in the form attached hereto as Schedule 3C. The Investor shall cause the transfer to the Company at the Second Installment Date the Second Installment, by wire

transfer to the bank account of the Company or such other form of payment as shall be mutually agreed by the Company and the Investor.

二期投资日，公司根据二期投资向投资方发行分配股票并向投资方提交：1）以附件3A的形式，投资方二期付款的有效签署的股票证，公司向公司股东

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注册局以附件3B的形式注册投资方的二期股票，并向投资方送达副本。2）发送给以色列公司注册局的二期付款股票的发行的副本，以附件3C的形式。在二期投资日投资方通过公司和投资方共同同意的电汇或其他付款方式支付二期投资. 4. The Third Installment. 三期投资 At the Third Installment Date, the Company shall issue and allot to the Investor the Third Installment Shares in consideration for the Third Installment and shall deliver to the Investor: (i) a validly executed share certificate in the form attached hereto as Schedule 4A, in the name of the Investor reflecting all of the Third Installment Shares. The Company shall register the allotment of the Third Installment Shares to the Investor in the Company's Shareholders Register in the form attached hereto as Schedule 4B and shall deliver a copy of the register to the Investor; and (ii) a copy of the notices to be sent to the Israeli Registrar of Companies of the issuance of the Third Installment Shares under this Agreement in the form attached hereto as Schedule 4C. The Investor shall cause the transfer to the Company at the Third Installment Date the Third Installment, by wire transfer to the bank account of the Company or such other form of payment as shall be mutually agreed by the Company and the Investor. For the sake of clarity, if prior to the expiration of seven (7) months from the Second Installment Date the Investor does not receive and accept a Ready To Be Sold Product, then it shall not be required to pay the Third Installment. 三期付款日，公司根据三期付款向投资方发行分配股票并向投资方提交：1）以附件4A的形式，投资方三期付款的有效签署的股票证，公司向公司股东注册局以附件4B的形式注册投资方的三期股票，并向投资方提效副本。2）发送给以色列公司注册局的三期付款股票的发行的副本，以附件4C的形式。在三期投资日投资方通过公司和投资方共同同意的电汇或其他付款方式支付三期投资.为了清楚起见，如果二期投资日后的7个月内（投资方可根据需要延长周期），投资方未收到或不接受预售产品，则不支付三期付款。

5. Representations and Warranties of the Company and where applicable the

Founders 公司的保证，同样适用于创始人。

As an inducement to the Investor to purchase the Purchased Shares, the Company and with respect to Section 5.1 (Incorporation), Section 5.2 (Authorization), Section 5.3 (validity; No Breach), Section 5.4 (Governmental Consents or Third Party Consents), Section 5.5 (Subsidiaries) Sections 5.6 (Capitalization and Ownership of Shares), Section 5.7 (ESOP Pool), Section 5.8 (Valid Issuance of Purchased Shares), Section 5.10 (Intellectual Property), Section 5.11 (Litigation), Section 5.25 (Tax Matters) and Section 5.33 (Money Laundering), the Founders and the Company jointly and severally and each of the Founders (as between the Founders themselves) severally and not jointly， represent and warrant to the Investor and acknowledge that the Investor is entering into this Agreement in reliance thereon, and in reliance on the exceptions set forth in the Company’s Disclosure Schedule attached hereto as Schedule 5 (the \Company’s Disclosure Schedule\warranties made hereunder when read in conjunction with all of this Section 5, that all the following representations and warranties are true and correct as of the date of signature hereof and shall remain true and correct as of the Closing Date, the Second Installment Date (as applicable) and the Third Installments Date (as applicable).

作为投资方购买股份的前提，公司及5.1(公司成立),5.2(授权),5.3(有效性;不违反),5.4(政府同意或第三方同意),5.5(子公司),5.6(资本及股票所有

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权),5.7(员工持股池),5.8(购买的股票的有效发行),5.25(税务事项),5.33(洗钱),创始人和公司,各自不连带向投资方保证，并使投资方承认并依赖于此协议。依据附件5 （公司披露清单）,连同第五章的所有部分，这也应该作为陈述和担保的一部分, 所有陈述和担保均真实正确,直至交割日,二期付款日和三期付款日(如果可行).

5.1. Incorporation. 公司注册成立

The Company is a private company duly incorporated and validly existing under the Laws of the State of Israel and has full corporate power and authority to own, lease and operate its properties and assets and to conduct its businesses as now being conducted and as currently proposed to be conducted. \any Israeli law, statute, ordinance, rule, regulation, judgment, order, decree, injunction, arbitration award and to the extent that they have the force of law, franchise, license, agency requirement or permit of any Governmental Entity (as defined below). The Articles of Association of the Company as currently in effect are attached hereto as Schedule 5.1 of the company’s Disclosure Schedule (the \

jurisdictions in which it does not have all requisite corporate power and authority as applicable or in which it is not in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the Company. \tribunal, legislative, executive or regulatory authority or agency (whether domestic, local or foreign), including notified bodies.

公司属于私人企业,依据以色列国家法律注册成立并将持续有效.,拥有全部的公司权力和授予的拥有,租凭,和经营自己财产和资产的权利,开展正在开展的和目前被建议开展的业务.”法律”指的是任何联邦，州，地方和外国法律，法规，条例，规则，规定，命令，法令，仲裁，仲裁裁决，禁令，专利，许可证，任何政府机构的许可（如下面的定义）。公司现行章程如公司披露清单5.1.该公司不在其没有必备资格、公司权力和授权的管辖地经营业务.”任何政府机构“指的是法院，法庭，立法，行政或管理机构或代业行政机构（无论国内、本地或外国机构，）包括被通知的机构. 5.2. Authorization. 授权 The Company has all requisite legal and corporate power and authority to execute and deliver the Transaction Agreements and carry out and perform its obligations under the Transaction Agreements. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the other Transaction Agreements, the performance of all obligations of the Company hereunder and thereunder, including, without limitation, the authorization, issuance, sale and delivery of the Purchased Shares has been taken or will be taken prior to the Closing.

公司拥有所有必要的法律的和公司权力和授权去签署和提交交易协议并履行相应的义务.就公司而言,所有行动,高级官员,股东所需的本协议和其他协议的授权,签署和交付,并履行相应的义务包括但不限于已购买交割日之前的股票或的授权,发行,售卖和交付,履行交易协议下的义务。

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5.3. Validity; No Breach. 有效性/不违约

5.3.1. This Agreement, the other Transaction Agreements and the

documents to be delivered to the Investor at the Closing are duly executed and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited or denied by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors' rights and the enforcement of debtors’ obligations generally, and (ii) as limited or denied by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 根据公司在交割日提交给投资方的已有效签署的条款，并具有法律约束力并强制执行的协议，其他协议和文件，不包括1）限制或拒绝适用破产，无力清偿，重组，延期偿付和普遍适用的影响执行债权人权利和执行债权人义务的其他法律，以及2）限制或拒绝与具体履行，禁令救济或其他财产性救济的适用性有关的法律。

5.3.2. The Company is not in violation or default of any provision of

its Corporate Documents or to the Company's knowledge in default under any material provision of any contract to which it is a party or by which it is bound or to which its assets are subject or of any judgment, decree, order or writ. The execution and the delivery of this Agreement and the other Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, will not, with or without the passage of time, (i) violate any Law (including, without limitation the R&D Law, as defined below, and the Israeli Securities Law 5728-1968 (the \Securities Law\injunction, judgment, order, decree, ruling, charge, or other restriction of any government or Governmental Entity to which the Company is subject or by which it is bound; (ii) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel, or require any notice (which has not heretofore been provided) under any agreement, lease, license, instrument, or other arrangement to which the Company is a party or by which it is bound, or to which its assets are subject, or result in the imposition of any lien, pledge, claim, charge, encumbrance or third party rights of any kind (each, a %upon such assets; or (iii) violate any provision of its Corporate Documents. The term \Development Law, 5744-1984, as amended from time to time, including any and all of the regulations, directives, procedures, guidelines and rules that have been promulgated thereunder and/or by virtue thereof issued by the Economy Minister or the Director General of the Ministry of Economy (the \or the OCS Committee, as defined in the Directive, including, without limitation, Directive 8.14 issued by the Director General regarding the \Energy Technology Center (the \

公司不违反公司的任何条款或公司知晓范围内的任何重大条款或作为资产受到的任何判决，判令，命令或令状的当事人。本协议和其他附属交易协议的签署和交付，交易的完成将不会，受到时间的推移的影响。违反任何法律（包括但不限于研发法，与色列证券法5728-1968（下称“以色列证券法”）），强制令，判决，命令，法令，判决，费用，或政府的限制或受制于或由政府部门组成；

5.4. Governmental Consents or Third Party Consents. 政府同意或第三方同意 Except for the filing of the Restated Articles and other notices with the Israeli Registrar of Companies and as set forth in Section 5.4 of the Company’s Disclosure Schedule, the Company does not need to give any notice to, make any filing with,

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or obtain any authorization, consent, qualification, license, permit, order or approval from any Governmental Entity, or any third party, in order to consummate the transactions contemplated by this Agreement and the other Transaction Agreements, including the issuance of the Purchased Shares and the execution of the other Transaction Agreements that has not been, or will not have been, obtained by the Company prior to the Closing. Each of the shareholders of the Company has waived any Participation and Other Rights it may have had with respect to the transactions contemplated by this Agreement and a copy of such waiver will be delivered to the Investor at the Closing. The Company is not a party to or bound by any order, judgment, decree or award of any Governmental Entity or arbitrator. 除了重申的章程的申请，以色列公司注册局的其他通知和公司披露清单中5.4章程中所规定的，为了交易中此协议和其他协议包括购买的股票的发行和其他交易协议的签署的圆满完成，公司不需要发出任何通知来申请或获得政府部门或第三方的授权，同意，资质，许可证，命令或批准。交易协议中公司的每个股东有放弃参与权和其他权的权利并与交割日提交给投资方副本。本公司未参与或不受任何政府机构或仲裁员的任何命令，判决，判令或裁决的限制。

5.5. Subsidiaries. 子公司 The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

公司目前不拥有或控制（直接或间接地）任何其他公司，合伙，信托，合资企业，有限责任公司，协会或其他商业实体的任何权益。公司不参与任何合资，合伙或类似安排

5.6. Capitalization and Ownership of Shares. 资本及股份所有权 The Company and each of the Founders represent that: (A) the registered share capital of the Company immediately prior to the Closing consists of (i) _9,000,000 Ordinary Shares, (ii) 1,000,000 Preferred A Shares, of which 116,028 are issued and outstanding, (B) the registered share capital of the Company immediately following the Closing shall consists of (i) 7,900,000 Ordinary Shares, (ii) 1,000,000 Preferred A Shares, of which 116,028 are issued and outstanding, and (iii) 100,000___Preferred B Shares of which none are issued and outstanding, (C) since its incorporation, there has been no declaration or payment by the Company of dividends, or any distribution by the Company of any assets of any kind to any of its shareholders in redemption of or as the purchase price for any of the Company's shares, (D) the Company has not forfeited any of the Company's shares since its incorporation. The Capitalization Table constitutes a complete and correct list of all the security holders of the Company (including, for the avoidance of doubt, all of the outstanding options, warrants, phantom stock and other rights to purchase shares of the Company's share capital) immediately prior to and immediately following the Closings, on a Fully Diluted Basis, taking into account the allotment of the Second Installment Shares and Third Installment Shares. The individuals and entities identified on the Capitalization Table as the shareholders of the Company are the holders of record, the lawful owners, and, to the Company’s knowledge without independent investigation, beneficially, of all of the issued and outstanding share capital of the Company and of all rights thereto, and, except as set forth in the Company’s Disclosure

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Schedule and as contemplated by this Agreement and as set forth in certain provisions of the Corporate Documents, none of the said individuals or entities nor any other Person owns any other stock, options or other rights to subscribe for, purchase or acquire any share capital of the Company from the Company or, to the Company's and each founder’s knowledge without conducting an independent inquiry, from any shareholder of the Company. Except as set forth in the current Articles of Association of the Company and in Section 5.6 of the Company’s Disclosure Schedule, there are no outstanding Participation and Other Rights, rights of first refusal, conversion rights, anti-dilution rights, exchange rights, or other rights with respect to the securities of the Company. The term \herein means any person or entity including, without limitation, partnership, corporation, limited liability company, association, joint stock company, trust, probate estate, joint venture, unincorporated organization, Governmental Entity or any other entity.

公司和每个创始人保证：A）交割前公司的注册股本包括1）9,000,000股普通股，2）1，000，000A 系列优先股，其中116，028已发行流通。B）交割后，公司的注册股本应包括1）7,900,000股普通股，2）1，000，000A 系列优先股，其中116，028已发行流通。3）100,000股B 系列优先股，还未发行流通。C）自公司建立，公司还未声明或支付股息，或未向股东分配公司的任何资产，以公司股票的购买价格赎回。D）自公司建立，公司未失去任何公司的股票。交割日之前，资产表构成了公司所有的，正确的公司证券（为避免产生疑问包括所有未行使回购的，虚拟股票，认证的及以其他权利购买的公司的股票）持有者，在全面摊薄的基础上，包括二期投资股票和三期投资股票。资产表中作为股东所定义的个人和实体均是公司已发行股票和证券利益的合法业主，其所持有的股权未参与任何证券权益、限制、权益、购买权、代理权、股权信托或其他投票协议、指令、承诺，除非公司披露列表明确理出。上述所说的个人或实体和拥有其他证券交易所，购股权或其他权利认购的个人不得从公司股东购买已发行的的股票。除了公司章程及公司披露表5.6.中规定的,公司证券不存在大的参与及其他权利,优先购买权,转换权,反稀释权,兑换权或其他权利.“个人”定义为任何人或实体，包括但不限于合伙，有限责任公司，协会，合股公司，信托，认证遗产，合资企业，协会，合资企业，非法人组织，政府机构或其他实体 5.6.1. Valid Issuance. 有效发行

The shares of the Company issued and outstanding on the date hereof were all duly and validly authorized and issued, are fully paid and non-assessable, were issued in compliance with any Participation and Other Rights or Security Interest, and were issued in compliance with all applicable Laws.

公司已发行流通的股票自发行日起有效，且已被支付、不可估价。根据相关法律，根据参与和其他权利和证券利益发行。 5.7. ESOP Pool. 员工持股

As set forth in the Capitalization Table, as of the Closing, __30861_Ordinary Shares which constitute 10% of the Company's current issued and outstanding share capital on a fully diluted basis, are reserved for the issuance to the Company's employees, directors and consultants, under and subject to a share option plan, which is to be adopted by the Company. Except as described in Section 5.7 of the Company’s Disclosure Schedule, the Company has not yet adopted any option plan and did not grant any options to any employees, directors and consultants or otherwise.如资产表中规定，截止交割日，在全面转换的基础上，30861股普通股构成公司目前已发行流通股份的10%-，预留给公司的员工，董事，顾问，

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根据公司的期权计划。除了公司披露表5.7中描述的外，公司目前还未采取任何期权计划，未向任何员工，董事，顾问或他人承诺任何期权。 5.8. Valid Issuance of Purchased Shares. 有效发行认购股份 The Purchased Shares being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid, and non-assessable, and issued in compliance with all applicable Laws, including Israeli Securities Laws, and will be free of any Security Interest, free of any restrictions on transfer, Participation and Other Rights other than restrictions under this Agreement and the Restated Articles, will have the rights, preferences and privileges set forth in this Agreement, the other Transaction Agreements and the Restated Articles and shall be duly registered in the name of the Investor in the Company's Shareholders Register.

由投资方购买的股份根据协议条示发行，售卖和交付时将是有效的授权，发行，全支付和非课税。符合相关法律，包括以色列证券发行，免证券利益，免转让限制，参与和其他权利而非此协议和其他交易协议和重列的章程下的权利，优先权及特权。以投资方的名议在公司股东注册局注册。 5.9. Offering. 发售 Subject to the truth and accuracy of the Investor's representations set forth in Section 1 of this Agreement, the offer, sale and issuance of the Purchased Shares as contemplated by this Agreement are exempt from the registration requirements of any applicable securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

本协议第6章关于投资方的陈述是真实精确的，已购买股票的发行和售卖可免除任何适宜和证券法的登记要求，公司或代表其行事的任何授权代理不会做任何可能失去豁免的事情。 5.10. Intellectual Property. 知识产权 5.10.1. General In this Agreement all intellectual property rights,

whether or not patentable, including without limitation rights in patents, patent applications, patent rights, including but not limited to any and all continuations, divisions, reissues, re-examinations or extensions, plans, processes, proprietary technology, research data, research results, research records, service marks, specifications, statistical models, systems, , trademarks, service marks, trade names, copyrights and know-how, inventions, designs (whether registered or unregistered), processes, computer programs, algorithms, binary code, brands, computer software, domain names, file layouts, logos, manufacturing information, mask works, original works of authorship, and any rights analogous to the foregoing and any other forms of intellectual property, whether or not registered, shall be collectively referred to herein as \software source code and specifications and designs and all material proprietary information and algorithms contained in or relating to any software source code or specifications or designs, of any Intellectual Property owned or used by the Company. Except as described in Section 5.10.1 of the Company’s Disclosure Schedule, all Company Intellectual Property (as defined below) is valid and, where required, duly registered, and the Company owns or possesses or otherwise has the right to use, free and clear of all Security Interests its Intellectual Property rights that it uses in its business as currently conducted, or currently proposed to be conducted as listed on Section 5.10.1 of the Company’s Disclosure Schedule which

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identifies each: (a) patent, trade mark, domain name or registration which has been issued to the Company with respect to any of the Intellectual Property; (b) pending patent or trade mark application or application for registration which the Company has made with respect to any of the Intellectual Property; (c) each trade name or unregistered trademark used by the Company; and (d) all the Company's Products (as defined below); (collectively, the \described in Section 5.10.1 of the Company’s Disclosure Schedule, the Company has not licensed any Intellectual Property from third parties (not including off the shelf software licensed from third parties and not to be incorporated in intellectual property/products distributed or currently planned to be distributed by the Company), and the Company's Products (as defined below) do not include or incorporate any third party Intellectual Property. There is no there is no Intellectual Property used or exploited by the Company other than the Company Intellectual Property as listed in Section 5.10.1 of the Company’s Disclosure Schedule.除了公司披露清单5.10.1列出的外,公司没有使用或利用其他的知识产权.

在本协议中的所有知识产权，无论是否申请专利的，不包括在专利限制的权利，专利申请，专利权利，包括但不限于任何和所有的延续，部门，再版，重新考试或扩展，计划，流程，专有技术，信誉，研究资料，研究成果，研究记录，服务标志，软件，源代码，规格，统计模型，供应商名单，系统，技术，技术，商业秘密，贸易方式，技术信息，商标，服务标记，商品名称，版权和所有商业秘密，技术，发明，设计（不论是否注册），流程，计算机程序，算法，二进制代码，品牌，经营方式，经营计划，计算机软件，概念，机密信息，发展，固件，物质或材料，证明商标，集体商标，图纸，照片，模型，客户名单，数据，数据库，创作衍生作品，发现，经销商列表，文档，域名，文件格式，公式，商誉，思想的组成，改进，工业设计，信息，创意，集成电路，标识，生产信息，掩膜作品，材料，方法，道德权利，对象代码，原创作品，任何权利类似于上述及其他任何形式的知识产权，是否注册，须在本文中统称为“知识产权”。“源代码”的意思，所有的软件源代码，规格和设计，所有材料的专有信息和算法，包含公司拥有或使用的或预计将要使用的任何知识产权或与任何软件的源代码或规格或设计。本公司拥有并开发的自由和清除所有担保权益，留置权，申索，限制及第三方权利，技术发明，工艺，作品和技术数据和信息，知识产权，正如在公司披露清单5.10.1中所列出的：1）公司任何知识产权的专利，商标，域名或注册；2）公司正在申请的专利或商标或注册3）公司使用的商标或未注册的商标4）公司所有的产品（所有简称“公司知识产权”）。不包括公司披露清单5.10.1所描述的该公司没有授权任何第三方的知识产权和不包含第三方知识产权的公司产品。

5.10.2. Each item of Intellectual Property owned or used by the

Company immediately prior to the Closing hereunder will be owned or available for use by the Company on substantially the same terms and conditions immediately subsequent to the Closing. Except for readily and commercially available off-the-shelf software, no Intellectual Property of any kind, owned by a third party, is required by the Company to conduct its business, as currently conducted and as currently proposed to be conducted and to the Company's knowledge, as currently proposed to be conducted, provided, however, that it is understood that no assurance can be or is given with respect to any Intellectual Property which is not yet developed by the Company and to the Company’s knowledge is not required for the Company's business as currently conducted and as currently proposed to be conducted; and further provided, that the to the Company's knowledge, the Company will be able to obtain or acquire at reasonable

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cost rights to use all of the Intellectual Property required for the future conduct of the Company's business as presently contemplated, should such need arise.

所有公司知识产权的有效的，并在需要正式登记，公司具有良好的，有效的，存续的，足够的和未过期的所有权，免于证券利益的影响，公司只使用的(及在公司知晓范围内非公司目前开展或将要开展的业务需求)或开发披露清单5.10.1中所列的公司知识产权。

\Products\means any products produced,

manufactured, sold, marketed or distributed by the Company in its course of business as now conducted and as currently proposed to be conducted (including any products currently under development and any associated products or accessories sold or distributed by the Company and used in conjunction with a Company Product).

“公司的产品”指的是公司目前开展的及将要开展的业务范围内生产，制造，售卖的，已在市场上的或分布的产品.

5.10.3. No Infringement. 不侵权

(i) to the best knowledge of the Company (without the obligation to conduct a comprehensive non-infringement search) the Company Intellectual Property does not infring upon, misappropriate, violate, or otherwise come into conflict with any intellectual property rights of any third party (including with respect to the manufacture, use, distribution, marketing or sale of any of the Company's Products, nor with the conducting by it of its business, or use of the Company Intellectual Property, as presently conducted and as currently proposed to be conducted, interfere, infringe upon, misappropriate, violate or otherwise come into conflict with any intellectual property rights of any third party; (ii) the Company has never received any charge, complaint, claim, demand, notice or other communication alleging any such interference infringement, misappropriation, or violation (including any claim that the Company must license or refrain from using any intellectual property rights of any third party); (iii) to the best knowledge of the Company（ without the obligation to conduct a comprehensive non-infringement search）, there is no third party, which has the right to assert any claim regarding the use of, or challenging or questioning the Company's right or title in, any of such Company Intellectual Property, and (iv) to the best knowledge of the Company without the obligation to conduct a comprehensive non-infringement search, no third party is or has infringed upon, misappropriated, made unauthorized use or disclosure of, or otherwise come into conflict with any Company Intellectual Property.

（i） 公司披露清单中的第5.10.3条款陈述的那个调查之后， 公司知识产

权没有侵犯、盗用、损害或其他任何第三方的任何知识产权的纠纷（包括任何公司的产品的生产、使用、经销、市场推广或销售）；

（ii） 公司从没收到过任何指控、投诉、声称、要求、通知或其他声称任

何这样的侵权、盗用或损害（包括任何宣称公司必须从任何第三方获取使用任何知识产权的许可）；

（iii） 公司披露清单中的第5.10.3条款陈述的那个调查之后，任何第三方

没有权利就公司的知识产权的使用上要求索赔，或者就公司的知识产权的权利或资格进行挑战和质疑等；

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（iv） 公司披露清单中的第5.10.3条款陈述的那个调查之后，任何第三方

没有侵权、盗用、未经授权使用或者披露任何公司知识产权，或者与任何公司知识产权有冲突。

5.10.4. Assignment of Founders' IP.创始人知识产权的转让

The Company and each of the Founders represent and warrant, with respect to himself, that All Intellectual Property, related to the Company and its business, developed by the applicable Founders or any other employees, consultants, or advisors working with the Founders or any of them if any, prior to the incorporation of the Company (\to the Company by the Founders or such other employees, consultants or advisors at the time of, or following, the incorporation of the Company, free and clear of any Security Interest (and all such Founders, employees, consultants and advisors had full power and right to transfer such Founders’ IP to the Company),except as described in Section 5.10.1 all declarations and documents required and submitted by the Company to the various authorities around the world in order to register such assignments have been duly submitted, approved and registered by all relevant parties; .and neither the Founders, such other employees, consultants or advisors, , other than the Company, has any interest in or rights to any of the Founders’ IP. During the period in which the Founders or any other employees, consultants or advisors, if any, were developing the Founders’ IP none of the Founders (and with respect to the Company, to the Company's knowledge) or such other employees, consultants or advisors were employed by any third party or involved in any consulting relationship with any third party. The Founders and such other employees, consultants or advisors are the sole inventors and developers of the Founders’ IP (including the inventions, methods and devices described and claimed in the patents which are part of such Founders’ IP) and no third party, other than the Company, has any rights with respect thereto. Correct, up-to-date and complete copies of all assignment documents of Founders’ IP to the Company are attached as Section 5.10.4 of the Company’s Disclosure Schedule. 公司和每个创始人代表各自保证， 所有和公司及公司经营相关的由创始人或者其任何其他雇员、顾问和创始人一块发展出来的知识产权在公司成立之前已经确实地和不可撤销地由他们转移到公司，这项转移无需承担任何安全利益（所有这样的创始人、雇员、顾问拥有完全的权利来转移这样的创始人知识产权到公司）,除了5.10.1中描述的外,为了注册此类分配,公司向世界范围内的各类权威机构提交所要求的所有声明和文件,并得到所有相关方的批准和注册；并且除了公司外，创始人、这样的雇员、顾问等对任何创始人知识产权没有任何利益和权利。在创始人或者其他任何雇员、顾问在发展创始人知识产权的时期，创始人或其他这样的雇员、顾问等没有任何第三方聘用或者涉及任何与第三方有任何咨询关系。创始人和这样的其他雇员、顾问等是创始人知识产权的独有发明和发展制造者（包括发明、方法、和专利中描述和声称的是创始人知识产权一部分的装置），且除了公司外没有任何第三方对此拥有任何权利。所有转让到公司的创始人知识产权的文件的正确的、更新的、和完整的副本附在公司披露清单的5.10.4条中。

5.10.5. Prior Employers.前雇主

To the Company’s knowledge and each of the Founders(with respect to himself) knowledge, none of the Founders or any of the Company's current or former employees, consultants or advisors has used any proprietary information or Intellectual Property of their prior employers, or breached (due to their services for the Company) any of their obligations to such prior employers, nor, to the Company’s knowledge, is any of the Founders or any of the Company's current or

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