No Borrower will, and no Borrower will permit any of the other Loan Parties to, elect to treat or permit any of its Subsidiaries to # treat its limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of "security" in [Section 8-102(15)] and by [Section 8-103] of Article 8 of Uniform Commercial Code or # certificate its limited liability company membership interests or partnership interests, as the case may be (to the extent not certificated as of the Closing Date).

Seller’s Membership Interest. Seller’s Membership Units are duly and validly authorized, fully paid and non-assessable, and are owned by Seller free and clear of any liens or encumbrances. No such membership unit was issued in violation of any preemptive or similar rights.

Only an Eligible Employee may become a Member of the Plan. Any other individual is excluded from becoming a Member until such time as he becomes an Eligible Employee. An Eligible Employee may elect to become a Member as soon as reasonably practicable as of or after the date he becomes an Employee, provided that he is then an Eligible Employee. An Eligible Employee who does not elect to become a Member when he is first eligible to do so may elect to become such a Member at any time thereafter.

An Eligible Employee, having become a Member, shall cease to be such a Member upon the termination of his employment as an Eligible Employee (although he will continue as a Restricted Member until the earlier of # his death or # the full distribution of any Benefit to which he is entitled under the Plan).

Membership on Committee. The Plan shall be administered by the Committee appointed by the Board. If no Committee is designated by the Board to act for those purposes, the full Board shall have the rights and responsibilities of the Committee hereunder and under the Award Agreements.

Termination of Board of Directors Membership Due to Death. If, prior to the Option Termination Date, the Participant ceases to be a member of the Board of Directors due to the Participant's death, the Option, to the extent not previously vested and exercised, shall immediately become fully vested and exercisable and shall remain exercisable until the Option Termination Date, and thereafter all Options, to the extent not previously exercised, shall terminate together with all other rights hereunder. During such time, the Option will be exercisable by the person or persons to whom the Participant's rights under the Option shall pass by will or by the applicable laws of descent and distribution.

Annual Retainer for Board Membership: $25,000 for general availability and participation in meetings and conference calls of the Board.

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 Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with Section 5.16.