【正文】 二期付款日和三期付款日 (如果可行 ). . Incorporation. 公司注冊(cè)成立 The Company is a private pany 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. Law(s) mean 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 of the pany’s Disclosure Schedule (the Corporate Documents). The Company does not transact business in any 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. Governmental Entity means any court, tribunal, legislative, executive or regulatory authority or agency (whether domestic, local or foreign), including notified bodies. 公司屬于私人企業(yè) ,依據(jù)以色列國(guó)家法律注冊(cè)成立并將持續(xù)有效 .,擁有全部的公司權(quán)力和授予的擁有 ,租憑 ,和經(jīng)營(yíng)自己財(cái)產(chǎn)和資產(chǎn)的權(quán)利 ,開(kāi)展正在開(kāi)展的和目前被建議開(kāi)展的業(yè)務(wù) .” 法律 ” 指的是任何聯(lián)邦，州，地方和外國(guó)法律，法規(guī)，條例，規(guī)則，規(guī)定，命令，法令，仲裁，仲裁裁決，禁令，專(zhuān)利，許可證，任何政府機(jī)構(gòu)的許可（如下面的定義）。 (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 Security Interest) upon such assets。公司不參與任何合資，合伙或類(lèi)似安排 . Capitalization and Ownership of Shares. 資本及股份所有權(quán) 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 Company39。 D）自公司建立，公司未失去任何公司的股票。資產(chǎn)表中作為股東所定義的個(gè)人和實(shí)體均是公司已發(fā)行股票和證券利益的合法業(yè)主，其所持有的股權(quán)未參與任何證券權(quán)益、限制、權(quán)益、購(gòu)買(mǎi)權(quán)、代理權(quán)、股權(quán)信托或其他投票協(xié)議、指令、承諾，除非公司披露列表明確理出。s shares since its incorporation. The Capitalization Table constitutes a plete 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 Company39。D Law herein shall mean the Encouragement of Industrial Research and Development Law, 57441984, 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 Director General), the OCS, or the OCS Committee, as defined in the Directive, including, without limitation, Directive issued by the Director General regarding the Renewable Energy Technology Center (the Directive). 公司不違反公司的任何條款或 公司知曉范圍內(nèi) 的 任何 重大條款或作為資產(chǎn)受到的任何判決，判令，命令或令狀的當(dāng)事人。 9 . Validity。 2）發(fā)送給以色列公司注冊(cè)局的三期付款股票的發(fā)行的副本，以附件 4C 的形式。s Shareholders Register in the form attached hereto as Schedule and shall deliver a copy of the register to the Investor. 根據(jù)下文 ， 公司向投資方交付有效簽署的股權(quán)證書(shū) ,形式如附件 .以投資方的名義反映所有的交割購(gòu)買(mǎi)股票 .公司向公司股東注冊(cè)局注冊(cè)交割購(gòu)買(mǎi)股票的分配并向投資方提交注冊(cè)副本 ,形式如附件 . Compliance Certificate. 合規(guī)證書(shū) The Company shall deliver to the Investor a certificate, substantially in the form attached hereto as Schedule , duly executed by the Chief Executive Officer of the Company, and dated as of the Closing Date. 交割之日 ,公司向投資方提交 由 CEO 簽署的證書(shū) ,形式如附件 . Opinion of Counsel. 顧問(wèn)的意見(jiàn) The Company shall deliver to the Investor an opinion, in the form attached hereto as Schedule , dated as of the Closing Date, of xxx Law Firm, counsel to the Company. 公司向投資方提交署有交割日期、 xxx 律所的顧問(wèn)意見(jiàn) ,形式如附件 Notice to the Registrar of Companies. 公司注冊(cè)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 提交已發(fā)送給以色列公司注冊(cè)局的有關(guān)此協(xié)議下交割購(gòu)買(mǎi)購(gòu)票的發(fā)行的通知附件 ,以附件 的形式 . Nomination of Board Members. 提名董事會(huì)成員 The Investor shall provide a written notice of appointment of one director to the Board (the “Investor’s Director”), and the Board shall be prised 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 6 董事會(huì)提交一名董事的書(shū)面通知任命 (以下簡(jiǎn)稱(chēng) ”投資方的董事 ,”),該董事應(yīng)根據(jù)重列的章程指定 .交割之日起公司立即向以色列公司注冊(cè)局報(bào)告 .形式如附表 Indemnity Agreement. 賠償協(xié)議 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 (the Director Inde