Officers’ Certificate. A certificate dated the Closing Date, signed by # the Chief Executive Officer and # the principal financial or accounting officer of the Company, and by # the President or Vice President and # the Treasurer of each of the Guarantors, on behalf of the Company and the Guarantors, to the effect that # the representations and warranties set forth in [Section 4] hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, # the Company and the Guarantors have performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, # at the Closing Date, since the date hereof, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect (including on a pro forma basis after giving effect to the Acquisition), # since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof) or contemplated hereby, neither the Company, the Guarantors nor any other Subsidiary has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company, the Guarantors or any other Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and that such statements shall also be true and correct on a pro forma basis after giving effect to the Acquisition, # to his knowledge, the sale of the Securities has not been enjoined (temporarily or permanently) and # to the effect of [Section 7(f)] below.

No. ​

PPN ​

ORIGINAL PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE:

INTEREST RATE:
INTEREST PAYMENT DATES:

Set forth on [Schedule 1.01(c)] are Responsible Officers, holding the offices indicated next to their respective names, as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02] and such Responsible Officers are the duly elected and qualified officers of such ​ and are duly authorized to execute and deliver, on behalf of the respective ​, this Agreement, the Notes and the other Loan Documents.

Board. The board of directors of ​ has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of ​ shall have been provided to ​.

Board. The term "Board" shall mean the Board of Directors of the Company.

Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

Board Approval. The board of directors shall have been informed of the transactions contemplated under this Agreement and any other ancillary transactions and expressed no objection to these transactions.

Board Candidates. Prior to the execution of this Agreement the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of the New Director to serve as a member of the Board. Promptly following the execution of this Agreement, the Company hereby agrees that the Board shall appoint the New Director to the Board as a Class II Director to fill a current vacancy on the Board.

Board Composition. At the Closing, Eli Yoresh, Tali Dinar, Yaki Baranes and Amitai Weiss, shall be appointed to fill vacancies on the Board of Directors of FDOC. In addition, at the Closing, the current directors of FDOC shall deliver their resignations effective the day following the Closing Date and current officers of FDOC shall deliver their resignations effective as of the Closing.

Board Membership. Upon the termination of Executive's employment for any reason, Executive will be deemed to have resigned from any seat on the Board (and from any seats on the boards, and from any offices, of subsidiaries) held at such time, voluntarily, without any further required action by the Executive, as of the end of the Employment Term. Executive, at the Board's request, will execute any documents necessary to reflect his resignation.