Purchase Price Adjustment Payment. Promptly, and in any event within five Business Days following the final determination of the Final Balance Sheet Certificate, as determined in accordance with [Section 2.3(a)], as applicable, either: # if there is a Purchase Price Deficiency, Buyer shall deliver to Seller by wire transfer to the account(s) designated by Seller in the Funds Flow Memo, cash to each Seller Entity in an amount equal to such Seller’s Pre-Closing Ownership Percentage of the Purchase Price Deficiency; or # if there is a Purchase Price Excess, Seller shall pay to Buyer, by wire transfer to the account(s) designated by Buyer in the Final Balance Sheet Certificate, cash in an amount equal to the Purchase Price Excess. Notwithstanding the foregoing, Buyer may, in its sole discretion, claim any payment due to it by Seller under this [Section 2.3(d)] from the Escrow Amount, in which case Buyer and Seller will execute joint written instructions to be delivered to the Escrow Agent instructing the Escrow Agent to disburse to Buyer an amount equal to the Purchase Price Excess.

If the Final Closing Purchase Price is greater than the Estimated Closing Purchase Price, then Buyer shall pay to the Equityholders (pro rata in accordance with their respective Equity Percentages) an amount (in cash) equal to such excess within five (5) Business Days of the final determination of such amount; provided, however, that # all portions of such amount that are payable to Optionholders who are employees of the Company or any of its Subsidiaries as of the date hereof in respect of Company Options shall be paid to the Company, and the Company shall pay to each such Optionholder his or her share of such amount, net of withholding Taxes, in and as part of the first or second normal employee payroll run effected by the Company after the delivery of such funds to the Company; and # all portions of such amount that are payable to holders of Company 102 Shares and Company 102 Options held by the 102 Trustee, will be paid to the 102 Trustee to be held and released in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Section 102 of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including, where applicable, the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company, prior to Closing, or by Buyer or the Company after Closing with the consent of the Seller Representative). Except for amounts owing to Optionholders who are employees of the Company or any of its Subsidiaries as of the date hereof, any payment pursuant to this [Section 1.4(i)(i)] to an Equityholder shall be payable to such Equityholder in cash according to the method used to pay such Equityholder at Closing (as set forth in [Section 1.4(f)]).

Final Closing Purchase Price Adjustment. All indemnification payments made under this Article VIII shall be deemed to be an adjustment to the Final Closing Purchase Price for U.S. federal and applicable state and local income tax purposes, unless otherwise required by applicable Tax Laws.

AGREEMENT TO PURCHASE; PURCHASE PRICE. On the date of execution of this Agreement (the “Initial Closing Date”), and upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the applicable parties hereto, the Buyers will purchase for such amount set forth opposite each such Buyer’s name in column # of the Initial Closing Date Schedule of Buyers, severally and not jointly, an aggregate of One Million Dollars ($1,000,000) in Principal Amount of Notes. On each subsequent Closing Date, (a “Subsequent Closing Date, and together with the Initial Closing date, the “Closing Date”) and upon the terms and subject to the conditions set forth herein substantially concurrent with the execution and delivery of this Agreement by the applicable parties hereto, the Buyers will purchase for such amount set forth opposite each such Buyer’s name in column # of the Subsequent Closing Date Schedule of Buyers, severally and not jointly, an aggregate of up to Four Million Dollars ($4,000,000) in Principal Amount of Notes.

Adjustment to Conversion Price. If the Company at any time subdivides (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced, and if the Company at any time combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 3.5 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 3.5 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares or Pre-Funded Warrants and setting forth a brief statement of the facts requiring such adjustment.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the

Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this [Section 7], the Company shall promptly deliver to each Holder a notice pursuant to [Section 8(a)] setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.