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(i)

The Strategic Cooperation Agreement, the Shareholders’ Agreement and the Amended and Restated Registration Rights Agreement shall have been executed and delivered by the Parties thereto.

(ii)

All of the third party consents and approvals as set forth on Schedule 2.4 and other actions that are required to be taken by the Company in connection with the issuance and sale of the Purchase Shares shall have been completed.

(iii)

The representations and warranties of the Company contained in ARTICLE II of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.

 

 

 

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Disclosure Schedule delivered in connection herewith and attached hereto as Schedule 2 hereto (the "Disclosure Schedule"), which exceptions shall be deemed to be representations and warranties as if made hereunder when read in conjunction with the applicable section, the Company hereby represents and warrants to the Purchaser, as of the date hereof (without derogating from Purchaser’s closing condition set forth in Section 1.4(a)(iii)), as further provided under this Section 2.

The Disclosure Schedule shall be arranged according to the specific sections in this Section 2 and shall provide exceptions to, or otherwise qualify, the corresponding section in this Section 2, including by way of cross reference, and any other section hereof where it is clear, that the disclosure is intended to apply to such other section. In addition, the Purchaser shall be deemed to have relied upon any information published by the Company in its disclosures in the EDGAR website.

 Section 2.1   Organization and Authority.

(a)          The Company is a company duly organized and validly existing and in good standing under the Laws of the state of Israel. The Company has all requisite power and authority to own its properties and to carry on its business as it is currently being conducted. Each of the Company’s Subsidiaries (“Subsidiaries”) is an entity duly organized and validly existing and in good standing under the Laws of the jurisdiction in which it was formed, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

(b)          Except for the required approvals of the Company’s shareholders, the Company has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. Other than obtaining the required approvals of the Company’s shareholders, the execution and delivery by the Company of this Agreement and the other Transaction Documents and the performance of its obligations hereunder have been duly authorized by all requisite action on the part of the Company. This Agreement and the other Transaction Documents, when duly executed by the Company and subject to their approval by the Company’s shareholders, will constitute the valid and legally binding obligations of the Company, enforceable in accordance with their respective terms and conditions, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. As used in this Agreement, “Transaction Documents” means, collectively, this Agreement, the Amended and Restated Registration Rights Agreement, the Strategic Cooperation Agreement.

Section 2.2 Due Issuance of the Purchase Shares. Subject to the approval by the Company’s shareholders, the Purchase Shares have been duly authorized and, when issued and delivered to and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any Encumbrances of any kind or  nature, except for restrictions arising under (i) the Securities Laws or applicable “blue sky” laws; (ii) the Israeli Securities Law and regulations promulgated thereunder, this Agreement, the Shareholders Agreement, the Amended and Restated Registration Rights Agreement, or under the Company’s Articles. “Securities Laws” means the United States Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the listing rules of, or any listing agreement with the Principal Markets (as defined below), state securities laws and regulations, and any other applicable law regulating securities or takeover matters.ץ

Section 2.3 Noncontravention. Neither the execution and the delivery of the Transaction Documents, nor the consummation of the Proposed Transactions hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other material arrangement to which the Company is a party or by which the Company is bound, other than the consents and approvals set forth on Schedule 2.4. There is no action, suit or proceeding, pending or, to the Knowledge of the Company, threatened against the Company that questions the validity of the Transaction Documents or the right of the Company to enter into the Transaction Documents (to which it is a party) or to consummate the Proposed Transactions.

Section 2.4 Consents and Approvals. Neither the execution and delivery by the Company of the Transaction Documents, nor the consummation by the Company of any of the Proposed Transactions, nor the performance by the Company of the Transaction Documents (to which it is a party) in accordance with their terms, will require any material consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except that the material consents and approvals as set forth under Schedule 2.4 will be obtained, made or given prior to the Closing.

Section 2.5 Principal Markets. The Company has not received any written  notification from the Nasdaq Global Market and the Tel Aviv Stock Exchange (the “Principal Markets”) that the Company is currently in violation of the material requirements of the Principal Markets, and the Company has not taken any action designed to, or which would reasonably be expected to lead to, the termination or suspension of the listing of the Purchase Shares on the Principal Markets.

Section 2.6 No General Solicitation. Neither the Company  or  any  of  its Subsidiaries, or any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Purchase Shares. Neither the Company nor any of its Subsidiaries has engaged any placement agent, financial advisor or other agent in connection with the sale of the Purchase Shares as contemplated hereby.

Section 2.7 No Integrated Offering. Except as otherwise permitted in  this  Agreement, none of the Company, its Subsidiaries or any of their Affiliates (as defined below) or, to the Knowledge of the Company, any Person acting on their behalf, has, directly or indirectly, made any offer or sale of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Purchase Shares under the Securities Act, whether through integration with prior offerings or otherwise.

 

For purposes of this Agreement, “Affiliate” shall mean, of any person, any other person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first person. “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a person through the ownership of securities or otherwise, including, without limitation, having the power to elect a majority of the board of directors or other governing body of such person, and “Controlling” and “Controlled” have correlative meanings.

Section 2.8 Compliance with Laws. The Proposed Transactions will not at the  closing violate any Law applicable to the Company except for violations which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” shall mean any event, fact, circumstance or occurrence that, individually or in the aggregate with any other events, facts, circumstances or occurrences, results in or would reasonably be expected to result in a material adverse change in or a material adverse effect on any of (i) the financial condition, results of operations of the Company taken as a whole, except to the extent that any such Material Adverse Effect results from (a) the consummation and/or public disclosure, of the Proposed Transactions, (b) changes in generally accepted accounting principles that are applicable to the Company or generally applicable to comparable companies, as well as changes in any applicable Law (or the interpretation thereof), or (c) changes in general economic and market conditions including from industry wide developments in the industry in which Company operates or generally affecting geographical areas in which the Company’s business is conducted; (d) political conditions (or changes in such conditions) or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism); or (e) any action taken or failed to be taken pursuant to or in accordance with this Agreement, or at the request of, or consented to by, the Purchaser, or (ii) the ability of the Company to consummate the Proposed Transactions and to perform its material obligations under the Transaction Documents.

  Section 2.9    SEC Filings; Financial Statements.

(a)          The Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) since November 1, 2015, including (i) its Annual Reports on Form 20-F (the "Annual Reports") for the fiscal years ended December 31, 2015, 2016 and 2017, respectively, and (ii) Form 6-Ks, all other forms, and reports filed by the Company with the SEC since November 1, 2016 (the forms, reports and other documents referred to in clauses (i) and (ii) above being, collectively, the “SEC Reports”). The SEC Reports (i) complied in all material respects as to form with the requirements of the Securities Act, or the Securities and Exchange Act of 1934, as amended (“Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b)          Each of the audited consolidated financial statements (including, in each case, any notes thereto) contained in the Annual Reports were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments which would not have had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect).

(c)          Except as and to the extent set forth on the audited consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2018, including the notes thereto (the “Balance Sheet”), neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be disclosed in accordance with GAAP, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since September 30, 2018, which would not prevent or materially delay consummation of any of the Proposed Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

Section 2.10 Events Subsequent to Most Recent Fiscal Period. Since September 30, 2018, there has not occurred any Material Adverse Effect.

  Section 2.11   Foreign Corrupt Practices.

(a)   Except to the extent the following have not had individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, or employees, in their capacity as such and in the course of his, her or its actions for or on behalf of the Company or its Subsidiaries (1) made, offered, promised, or authorized any illegal contributions, gifts, entertainment or payments of other expenses, in each case from corporate funds, related to political activity, (2) unlawfully made, offered, promised, or authorized the giving of anything of value, or any direct or indirect unlawful payments to any foreign or domestic Government Official (as defined below) for the purpose of (A) influencing any act or decision of such person in their capacity as a Government Official, (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties, (C) securing any improper advantage  or (D) inducing a Government Official to influence or affect any act or decision of any Governmental Authority (as defined below) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage, (3) made, offered, promised, or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature to any Government Official or (4) violated any provision of the Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “Bribery Act”) (to the extent applicable) or any other applicable Laws, regulations or conventions to which the Company or any of its Subsidiaries is subject relating to corruption (governmental or commercial), bribery, money laundering, political contributions or gifts, entertainment, and gratuities, involving or to any Governmental Authority or any Government Official or commercial entity, including all applicable national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (collectively, “Other Anticorruption Laws”). Since January 1, 2015, none of the Company nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with the FCPA, the Bribery Act or any Other Anticorruption Law. Neither the Company nor its Subsidiaries have received any written notice, request, or citation for any actual or potential noncompliance with any of the foregoing in this Section 2.11. As used in this Agreement, “Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof. “Government Official” means (w) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (x) any political party or party official or candidate for political office, (y) a Politically Exposed Person as defined by the Financial Action Task Force or any (z)company, business, enterprise or other entity of which more than 50% is controlled by any person described in the foregoing clause (w), (x), or (y) of this definition.

(b)  The Company believes that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the FCPA. The operations of the Company and its Subsidiaries have been conducted at all times in compliance in all material respects with the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, and all applicable money laundering-related Law of other jurisdictions where the Company and its Subsidiaries conduct business or own assets, and any related or similar Law issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”). No proceeding by or before any Governmental Authority involving the Company or its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, is threatened.

Section 2.12 Investment Company Status. The Company is not, and upon consummation of the sale of Purchase Shares will not be, an “investment company” and affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, and “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

Section 2.13 Privacy. The Company and its Subsidiaries have in place privacy policies regarding the collection, use and disclosure of Personal Information (as defined below) in their possession, custody or control, or otherwise held or processed on their behalf. The Company and its Subsidiaries are and have been (and following the consummation of the Proposed Transactions will be) in compliance in all material respects with all Information Privacy and Security Laws (as defined below), agreements to which they are parties that contain, involve or deal with Personal Information, and their own rules, policies and procedures relating to privacy, data protection, and the collection and use of, Personal Information. None of the Company or any of its Subsidiaries has been notified of or is the subject of any action, suit, inquiry, investigation or proceeding related to data security or privacy or alleging a violation of any of its privacy policies or any Information Privacy and Security Law, nor, to the Knowledge of the Company, is any such claim, inquiry, investigation or proceeding threatened. The Company and its Subsidiaries have taken all measures reasonably necessary or appropriate to protect and maintain the confidentiality of all Personal Information collected by or on behalf of the Company or any of its Subsidiaries and to maintain the security of their data storage practices for Personal Information, in each case, in accordance with all applicable Information Privacy and Security Laws and consistent with commercially reasonable industry practices applicable to such types of data gathered and maintained in the industry in which the Company and its Subsidiaries conduct their business. To the Knowledge of the Company, there has been no unauthorized access, use, or disclosure of Personal Information in the possession or control of the Company or any of its Subsidiaries. For purposes of this Agreement: (i) “Personal Information” means, collectively, any information or data that can be used, directly or indirectly, alone or in combination with other information possessed or controlled by the Company or its Subsidiaries, to identify an individual and any other information or data that, in the manner such information is possessed or controlled by the Company or its Subsidiaries, is associated with any individual (including name, address, telephone number, email address, photograph, credit or payment card information, bank account number, financial data or account information, password combinations, customer account number, date of birth, government-issued identifier, social security number, race, ethnic origin/nationality, and mental or physical health or medical information) or that is otherwise governed, regulated or protected by one or more Information Privacy and Security Laws; and (ii) “Information Privacy and Security Laws” means all applicable Laws relating to privacy, data privacy, data protection, data security and anti-spam, and all applicable regulations promulgated by any applicable Governmental Authority thereunder.

Section 2.14 No Disqualification Events. With respect to Shares to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of twenty percent (20%) or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any disqualification event, except for a disqualification event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to such a disqualification event.

Section 2.15 Disclosure. The Company understands and confirms that the Purchaser will rely on the foregoing representations in the purchase of the Purchase Shares. To the Company’s Knowledge, no material event or circumstance has occurred or material information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial conditions, which, under applicable Law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed, except to the extent such non-disclosure is permitted, under the circumstances, pursuant to applicable Law or a contractual obligation under confidentiality.

Section 2.16 No Critical Technology. The Company does not produce, design, test, manufacture, fabricate, or develop any “critical technologies,” as defined in 31 C.F.R. § 801.204, as defined as of the date hereof. Without limiting the foregoing, the Company does not produce, design, test, manufacture, fabricate, or develop any: (i) defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130); or (ii) items included on the Commerce Control List set forth in Supplement No. 1 to Part 774 of the Export Administration Regulations  (15

C.F.R.          Parts 730-774), and controlled (A) pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (B) for reasons relating to regional stability or surreptitious listening.

Section 2.17 Current Investigations and Disputes. To the Company’s Knowledge, there is no material outstanding investigation conducted with respect to, and/or material dispute and/or potential of material infringement involving, the Company or any of its Subsidiaries, relating to intellectual properties, tax matters, regulatory approvals, compliance with applicable labor Laws and/or material agreements of the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company, as of the date hereof (without derogating from Company’s closing condition set forth in Section 1.4(b)(iii)), as follows:

Section 3.1 Due Formation. The Purchaser is a company duly incorporated as a company with limited liability, validly existing and in good standing under the Laws of the Republic of China, with full power and authority to own and operate and to carry on its business in the places and in the manner as currently conducted.

Section 3.2 Authority. The Purchaser has all necessary corporate power  and  authority to enter into this Agreement and other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and the other Transaction Documents and the performance of its obligations hereunder have been duly authorized by all requisite actions on its part.

Section 3.3 Valid Agreement. This Agreement has been  duly  executed  and  delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Section 3.4 Consents and Approvals. Neither the execution and delivery by the Purchaser of the Transaction Documents nor the consummation by it of any of the Proposed Transactions, nor the performance by the Purchaser of the Transaction Documents in accordance with their terms, will require the consent, approval, order or authorization of, or registration with, or the giving of notice to, any Governmental Authority or any third party, except as have been obtained, made or given prior to the Closing.

Section 3.5 No Conflict. Neither the execution and delivery by the Purchaser of the Transaction Documents, nor the consummation by it of any of the transactions contemplated hereby, nor compliance by Purchaser with any of the terms and conditions hereof will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Purchaser is subject. There is no action, suit or proceeding, pending or, to the Knowledge of the Purchaser, threatened against the Purchaser that questions the validity of the Transaction Documents or the right of the Purchaser to enter into the Transaction Documents or to consummate the Proposed Transactions.

For the purpose of this Agreement, “Knowledge of Purchaser”, “Purchaser’s Knowledge” and phrases of similar import, with respect to any matter in question relating to the Purchaser, means the actual (but not constructive or implied) knowledge of such matter by Leo Huang, Jennifer Chien, Paul Ying, Ishi Tseng and Lawrence Wu.

Section 3.6 No Broker.  No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the execution and delivery of this Agreement or the Amended and Restated Registration Rights Agreement or the consummation of any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

Section 3.7 Due Diligence and Access to Information. The Purchaser hereby acknowledges and confirms that it (a) has had an opportunity to review and inspect all of the data and information requested by the Purchaser in connection with this Agreement and conduct an independent due diligence investigation in relation to the Company and its Subsidiaries based on the information and the data provided by the Company, and (b) has had the opportunity to ask questions in relation the Company and its Subsidiaries and the investment contemplated hereunder, and obtained the answers from the Company and its personnel. All questions asked by such Purchaser concerning the Company's (and its Subsidiaries') business, management, financial affairs and the terms and conditions of the offering of the Purchase Shares have been answered to such Purchaser's satisfaction. Other than as set forth in this Agreement, none of the Company, its Subsidiaries nor any of their Affiliates, agents or representatives makes or has made any representation or warranty, either express or implied. Purchaser’s obligations to consummate the Proposed Transactions under this Agreement is subject to the prior satisfaction with the results of such due diligence investigation.

Section 3.8  Purchaser Status; No Disqualification Events.  At the time Purchaser   was offered the Purchase Shares, it was, and as of the date hereof it is an "accredited investor" as defined in Regulation D under the Securities Act. With respect to Purchase Shares to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act, none of the Purchaser, any of its director, executive officer, other officer of the Purchaser that may serve as a director or officer of any company in which it invests, any beneficial owner of the Company’s outstanding voting equity securities held by the Purchaser, calculated on the basis of voting power (each, a “Purchaser Covered Person” and, together, “Purchaser Covered Persons”) is subject to any disqualification event as listed in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

Section 3.9 Investment Representations and Warranties. Purchaser understands and agrees that the offering and sale of the Purchase Shares have not been registered under the Securities Act or the Israeli Securities Laws or any applicable state securities Laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein.

Section 3.10 Israeli Resale Restrictions. Purchaser is aware of the fact that the resale of the Purchase Shares may be subject to certain restrictions under the Israeli Securities Laws and the regulations promulgated thereunder, and therefore the resale of such Shares on the Tel Aviv Stock Exchange may be subject to such restrictions. Purchaser undertakes to comply with such restrictions with respect to the resale of the Purchase Shares on the Tel Aviv Stock Exchange.

Section 3.11 Restricted Securities Purchaser understands that the Purchase Shares  will be characterized as “restricted securities” under the federal securities Laws inasmuch  as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and that under such Laws and applicable regulations such Purchase Shares may be resold without registration under the Securities Act only in certain limited circumstances. Purchaser acknowledges that the Purchase Shares must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities Laws or an exemption from such registration is available; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the Purchase Shares for any minimum or other specific term and reserves the right to dispose of the Purchase Shares at any time in compliance with applicable Israeli or United States securities Laws. Purchaser is aware of the provisions of Rule 144 under the Securities Act, which permit limited resale of securities purchased in a private placement.

Section 3.12 Certain Transactions and Confidentiality. The Purchaser hereby  confirms that, as of the date hereof, it does not hold any securities of the Company and that the until the Closing, it shall not purchase any securities of the Company. Furthermore, other than consummating the transactions contemplated hereunder, Purchaser has not, directly or indirectly, executed any purchases or sales, including short sales, of the securities of the Company during the period commencing as of the time that Purchaser first received a term sheet/letter of intent (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to Purchaser's representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Section 3.13 Israeli R&D Law. Purchaser is aware that the Israeli law for the Encouragement of Industrial Research and Development of 1984 and regulations promulgated thereunder (“R&D Law”) imposes reporting requirements on the Company with respect to changes in its ownership. The Company, its controlling shareholders, and foreign Interested Parties must notify the Israel Innovation Authority (“IIA”) of any change in control of the Company or the holdings of the means of control of the Company that result in an Israeli or a non-Israeli becoming an Interested Party directly in the Company. The R&D Law also requires the new Interested Party to undertake to comply with the R&D Law.  An “Interested Party” of a company includes, inter alia, a holder of 5% or more of its outstanding share capital or voting rights. In addition, the rules of the IIA may require additional information or representations with respect to such events.

ARTICLE IV COVENANTS

Section 4.1  Form D and Blue Sky.  The Company agrees to file with the SEC a   Form D with respect to the sale of the Purchase Shares as required under Regulation D and to make any filings and reports relating to the offer and sale of the Purchase Shares required under applicable securities or “Blue Sky” laws of the states of the United States, if applicable, and to provide copies thereof to the Purchaser promptly after any such filing.

Section 4.2 Use of Proceeds.  The Company shall use the proceeds from the sale of the Purchase Shares for general corporate and working capital purposes and as determined the Board of Directors from time to time.

Section 4.3  Listing.  The Company shall use its reasonable best efforts to maintain the Ordinary Share’s listing or authorization for quotation (as the case may be) on the Nasdaq Global Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Ordinary Shares on the Nasdaq Global Market, except as may be required in connection with an M&A Transaction (as defined below).

Section 4.4 Publicity. Subject to applicable Law and regulations, on or before 5:30 p.m., New York City time, during the business hours of, or one Business Day after the date of this Agreement, as applicable, the Company will: (i) issue a press release disclosing all the material terms of the Proposed Transactions; and (ii) file a Current Report on Form 6-K describing all the material terms of the Proposed Transactions, in the form required by the Exchange Act (the “6-K Filing”). Subject to the foregoing, none of the Company, any of its Subsidiaries, the Purchaser, or any of the Purchaser’s Affiliates shall issue any press releases or any other public statements with respect to the Proposed Transactions; provided, however, that the Company shall be entitled, without the prior approval of the Purchaser, to make any press release or other public disclosure with respect to such transactions (1) in substantial conformity with the 6-K Filing and (2) as is required by applicable Law and regulations. For the purpose of this Agreement, “Business Day” means any day other than a Saturday or a Sunday or a day on which commercial banking institutions in Israel, the US or Republic of China are authorized or obligated by Law or executive order to be closed. Any reference to “days” (unless Business Days are specified) shall mean calendar days. The Company and Purchaser shall consult with each other in issuing any press releases with respect to the Proposed Transactions, and neither the Company nor Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of Purchaser, or without the prior consent of Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, provided that either Party shall be permitted to publicly disclose information that such Party determines in good faith is necessary to be disclosed to comply with Law or the rules or regulations of any securities exchange on which such Party’s stock may be listed, or pursuant to an order of a court or governmental entity, in which case the disclosing Party shall promptly provide the other Party with prior notice of such public statement or communication. Furthermore, notwithstanding the foregoing, information contained in press releases previously approved by the Parties may be included in subsequent press releases and external communications, by either Party without review by, or the necessity to obtain prior approval from, the other Party.

Section 4.5  Integration.  Unless otherwise consented to by the Purchaser, none of   the Company, any of its Affiliates, or any person acting on behalf of the Company or any of its Affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined under the Securities Act) which will be integrated with the sale of the Purchase Shares in a manner which would require the registration of the Purchase Shares under the Securities Act.

Section 4.6   Notice of Disqualification Event. Each Party shall notify the other Party in writing if prior to the Closing Date there occurs (i) any Disqualification Event relating to any Issuer Covered Person or Purchaser Covered Person, or (ii) any event that would, most likely be expected, within a reasonable period, to become a Disqualification Event relating to any Issuer Covered Person or Purchaser Covered Person.

Section 4.7 Shareholder Consent; Special Meeting. The Company  shall  hold  a special meeting for the shareholders to approve the Proposed Transaction before the Closing.

 Section 4.8   Conduct of Business.

Except with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) (“Purchaser’s Consent”), the Company shall not between the date hereof and the Closing Date, perform any action that would reasonably be expected to result in the dilution of the Purchaser’s holding of the shares of the Company on a fully-diluted basis by more than 10%; provided however, that the grant of employee options in an amount that does not exceed 2.5% of the Company’s total issued and outstanding share capital on a fully-diluted basis shall not require the prior and written consent of the Purchaser.

From the date hereof and until the Closing Date, the Company shall, notify the Purchaser of any action by the Company that is not in the ordinary course or consistent with past practice and that would reasonably be expected to have a material effect upon the Company or upon the Proposed Transactions.

The above notwithstanding, the Parties agree that the undertakings provided in this Section 4.8 above shall not limit or restrict the Company in connection with any dilutive transaction or M&A Transaction, provided however, that in the event that due to such a transaction the Company exercises its right hereby granted to terminate this Agreement without having received Purchaser’s Consent, then under such circumstances, (a) the Company shall pay the Purchaser the Termination Fee as set forth in Section 7.1(b) below, and (a) such Termination Fee shall be the sole and exclusive remedy available to the Purchaser in connection therewith. For the purpose of this Section 4.8, “M&A Transaction” means a transaction in which one of the following events occurs: (i) an acquisition of the Company by means of merger (with or into another entity), reclassification of the Company’s securities, or any other form of corporate reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring company or its subsidiary; or (ii) consolidations or other transactions, or series of related transactions, in which more than fifty percent (50%) of the voting power of the Company would be disposed or transferred (other than by way of an IPO).

Section 4.9  CFIUS

(a)          As soon as reasonably practicable after the date of this Agreement, the Parties hereto shall prepare and file with the Committee on Foreign Investment in the United States (“CFIUS”) a draft joint voluntary notice under Section 721 of the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended (together with the implementing regulations pursuant thereto, “Exon-Florio”) with respect to the transactions contemplated by this Agreement. After the Parties receive comments on the draft joint voluntary notice from CFIUS, the Parties shall, as soon as reasonably practicable, address such comments and file with CFIUS a final joint voluntary notice under Exon-Florio. The Parties hereto shall provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-Florio review (and, if applicable, investigation) process as promptly as reasonably practicable, and in any event within the time period required under applicable Law or any extension thereto. The Parties hereto also shall use their respective commercially reasonable efforts to: (i) coordinate and cooperate fully with each other in connection with the drafting and filing of any submission, draft notice, and final notice filed with CFIUS and in any consideration, review, or investigation by CFIUS of the transactions contemplated by this Agreement; (ii) promptly inform the other Party of any communication received from CFIUS or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement; and (iii) permit each other Party, or each other Party's legal counsel, to review any communication by a Party to CFIUS (or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement) or from CFIUS (or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement) to a Party, and consult and cooperate with each other, and consider in good faith the views of one another, in advance of any planned meeting or conference with CFIUS or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement, and, to the extent permitted by CFIUS or such other Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement, grant the other parties the opportunity to attend and participate in any such planned meeting or conference; provided, that, notwithstanding anything to the contrary in this Section 4.9, no Party shall be obligated to disclose to the other Party any communication or material that the Party considers to be proprietary or confidential.

(b)          The Parties, in cooperation with each other, shall take all commercially reasonable steps that are advisable, necessary, or desirable to finally and successfully complete the Exon- Florio review (and, if applicable, investigation) process and obtain CFIUS Approval as promptly as practicable. Without limiting the foregoing, the Parties agree to accept mitigation measures imposed as a condition of obtaining CFIUS Approval as long as such measures do not, in the reasonable discretion of the relevant Party, have a material negative impact on the business or the benefit that relevant Party hopes to obtain by virtue of the transactions contemplated by this Agreement.

(c)          As used in this Agreement, “CFIUS Approval” means (i) a written notification issued by CFIUS that it has determined that the transactions contemplated by this Agreement are not a "covered transaction" pursuant to Exon-Florio, (ii) a written notification issued by CFIUS that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and CFIUS has concluded all action with respect to its review (or, if applicable, investigation) of the transactions contemplated by this Agreement, and such determination is not conditioned upon the commitment of Purchaser or Company to take any action described in this Section 4.9, or (iii) if CFIUS has sent a report to the President of the United States requesting the President's decision with respect to the transactions contemplated by this Agreement, and either (A) the period under Exon-Florio during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated by this Agreement has expired without any such action being announced or taken, or (B) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement and has not required Purchaser or Company to take any action described in this Section 4.9.

Section 4.10 Board of Directors. The nominees of the Purchaser to the Board of Directors (the “Chroma Designees”) will be appointed by the special meeting of the shareholders of the Company, in which the Proposed Transaction shall be submitted for approval, and such appointment shall be subject to the Closing and become effective upon the date of the Closing. The Company shall provide each Chroma Designee with the same indemnification rights as all other directors, including entering into a standard form of indemnification agreement.

Section 4.11 Taiwan Approvals. Promptly following the execution and delivery of  this Agreement by the Parties and in any event within fifteen (15) Business Days following the date hereof, Purchaser will prepare drafts of such documents and filings as shall be required to obtain (i) approval by the Investment Commission of the Ministry of Economic Affairs of Taiwan for the Proposed Transactions and (ii) consent from the Central Bank of the Republic of China for the foreign exchange transactions necessary to convert New Taiwan Dollars into United States Dollars for payment of the Purchase Price (together, the “Taiwan Approvals”). Purchaser shall use its reasonable best efforts to obtain the Taiwan Approvals.

ARTICLE V INDEMNIFICATION

Section 5.1 Indemnification. Subject to Section 6.1 and 6.4 hereof, each of the Company and the Purchaser (an “Indemnifying Party”) shall indemnify and hold the other and its respective directors, officers and agents (collectively, the “Indemnified Party”) harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including but not limited to any reasonable legal expenses incurred in connection with, and any amounts paid in settlement of any pending or threatened legal action or proceeding, but excluding consequential, special, incidental, indirect, or punitive damages, lost profits, and diminution in value (collectively, “Losses”) resulting from or arising out of any breach of any representation or warranty of such Indemnifying Party contained in this Agreement or in any schedule or exhibit hereto. Notwithstanding the foregoing, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to: (i) any Losses in excess of the aggregate total of the Purchase Price and (ii) any Losses resulting from or related to a breach of representations and/or warranties under this Agreement, if the Indemnified Party has knowledge of such breach prior to the Closing. In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses, if any. Each Indemnified Party agrees to use commercially reasonable efforts to mitigate any Losses that it has incurred by pursuing any rights to such third party payments, including claims for insurance, contribution arrangements or other amounts with respect to the claims or Losses for which it is seeking indemnification hereunder.

Section 5.2 Notice of Claims; Procedures. If an Indemnified Party makes any claim against an Indemnifying Party for indemnification under Section 5.1, the claim shall be in writing and shall state in reasonable detail the facts upon which such Indemnified Party makes the claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, (a) the Indemnified Party shall give written notice of such claim promptly, and in any event within ten (10) Business Days after the Indemnified Party becomes aware of the facts on which the indemnification claim is made and (b) the Indemnifying Party shall give written notice to the Indemnified Party within thirty (30) days after receipt from the Indemnified Party of the claim referred to above, indicating whether such Indemnifying Party intends to assume the defense of the claim or demand. If an Indemnifying Party assumes such defense, (x) the Indemnifying Party shall fully cooperate with such defense, (y) the Indemnifying Party shall not be obligated to indemnify or reimburse the Indemnified Party for any costs or expenses of defense (unless otherwise agreed in writing by the Indemnifying Party or a conflict of interest exists that would make it inappropriate for the Indemnified Party and Indemnifying Party to be represented by the same counsel) and (z) the Indemnifying Party shall have the right to fully control and settle or compromise the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided that no such consent shall be required if such settlement or compromise does not (i) require the Indemnified Party to make any payment, (ii) contain any equitable relief against the Indemnified Party and (iii) provide for any admission of guilt, liability or wrongdoing on the part of the Indemnified Party. If the Indemnifying Party elects not to assume the defense or fails to make such an election with the 30-day period, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 5.3 Limitations. Notwithstanding the foregoing, no claims by the Purchaser against the Company shall be asserted unless and until the aggregate amount of Losses that would otherwise be payable exceeds on a cumulative basis an amount equal to US$1,000,000, at which point the full amount of all Losses shall be recoverable from the first dollar.

Section 5.4 Exclusive Remedy. Following the Closing, (i) claims made under this ARTICLE V shall be the sole and exclusive monetary remedy available to the Parties with respect to any and all claims relating directly or indirectly to the representations and warranties by the Parties under this Agreement in Section 2 or Section 3 or in any schedule or exhibit hereto and (ii) the Parties waive, to the fullest extent permitted by Law, any and all other rights, claims and causes of action with respect to the matters set forth in clause (i) under any Law. Notwithstanding the foregoing, nothing contained in this Agreement shall limit the liability of any Party in the event of fraud or willful misconduct by such Party with respect to any of the representations and warranties of such Party.

ARTICLE VI TERMINATION

Section 6.1 Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive for eighteen (18) months after the date hereof and shall terminate and be without further force or effect upon the expiry of eighteen (18) months after the date hereof, except as to (i) the Company’s representations contained in Section 2.17 hereof, which shall survive until thirty (30) days after the expiration of the statute of limitations period, and (ii) the Company’s representations contained in Section 2.1 (Organization and Authority), , Section 2.2 (Due Issuance of the Purchase Shares), Section 2.4 (Consents and Approvals), Section 2.8 (Compliance with the Laws), Section 2.11 (Foreign Corrupt Practices) and Section 2.17 (Ongoing Investigations and Disputes) hereof and the Purchaser’s representations contained in Section 3.1 (Due Formation), Section 3.2 (Authority) and  Section 3.3 (Valid Agreement) hereof, which shall survive for four (4) years and shall terminate and be without further force or effect on the fourth anniversary of the date hereof.

Section 6.2 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time prior to Closing,

(a)

by mutual written agreement of the Parties,

(b)

by either the Purchaser or the Company:

(i)

if any Governmental Authority of competent jurisdiction shall have enacted, issued or entered any restraining order, injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits the consummation of the Proposed Transactions, including, without limitation, the sale and issuance of the Purchase Shares, and such order, injunction, legal restraint or prohibition shall have become final and non-appealable; or

(ii)

if the Closing shall not have occurred by the Long Stop Date, provided that the party seeking to terminate this Agreement pursuant to this Section 6.2(b)(ii) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of the failure of the Closing to occur on or before the Long Stop Date; provided, further, that if (i) the condition regarding receipt of CFIUS Approval set forth in Section 1.4(a)(vi) shall be the only condition of Section 1.4 (other than conditions that by their nature are to be satisfied at the Closing or on the Closing Date) that has not been satisfied or waived by the Long Stop Date, and (ii) CFIUS has not by the Long Stop Date informed the Parties that there is a substantial possibility that the CFIUS Approval will not be granted, then the Long Stop Date shall automatically be extended by thirty (30) days;

(c)

by the Purchaser:

(i)

if a material breach of any representation or warranty or failure to perform in any material respect any covenant or agreement of the Company set forth in this Agreement shall have occurred and such breach or failure to perform would cause any of the conditions set forth in Section 1.4(a)(ii) or Section 1.4(a)(iii) not to be satisfied, and such breach or failure to perform either cannot be cured or, if curable, has not been cured prior to the earlier of (A) the thirtieth (30th) calendar day following receipt by the Company of written notice of such breach or failure to perform from the Purchaser and (B) the calendar day immediately prior to the Long Stop Date; or

(ii)

if terminated in accordance with the terms set forth in Section 4.8;

(d)

by the Company:

(i)

if a material breach of any representation or warranty or failure to perform in any material respect any covenant or agreement of the Purchaser set forth in this Agreement shall have occurred and such breach or failure to perform would cause any of the conditions set forth in Section 1.4(b)(ii) and Section 1.4(b)(iii) not to be satisfied, and such breach or failure to perform either cannot be cured or has not been cured prior to the earlier of (A) the thirtieth (30th) calendar day following receipt by the Purchaser of written notice of such breach or failure to perform from the Company and (B) the calendar day immediately prior to the Long Stop Date; or

(ii)

if (A) all of the conditions set forth in Section 1.4(b) have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), (B) the Purchaser fails to consummate the Closing within three (3) Business Days following the date the Closing should have occurred pursuant to Section 1.3, (C) the Company provided written notice to the Purchaser that it was ready and willing to consummate the Closing during such period and (D) the Purchaser fails to consummate the Closing within three (3) Business Days after delivery of the notice described in the immediately preceding clause (C); provided however that during such three (3) Business Day period referenced in clause (B), neither Party shall be entitled to terminate this Agreement pursuant to Section 6.2(b)(ii).

(iii)

if terminated in accordance with the terms set forth in Section 4.8.

Section 6.3   Notice of Termination.  Any Party terminating this Agreement pursuant to Section 6.2 shall give written notice of such termination to the other Party in accordance with this Agreement, specifying the provision or provisions hereof pursuant to which such termination is being effected.

Section 6.4   Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.2, this Agreement shall be void and have no effect, with no liability on the part of either Party hereto or its Affiliates, directors, officers or shareholders to the other Party, except that no such termination and abandonment shall relieve any Party hereto from (i) any damages resulting from any fraud or willful breach of this Agreement prior to or in connection with such termination and abandonment. Section 5.1, Section 6.4, and Section 7.1 shall survive any termination and abandonment of this Agreement pursuant to Section 6.2.

ARTICLE VII MISCELLANEOUS

  Section 7.1      Fees and Expenses.

(a)          Each Party will bear its own expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement, including any costs incurred by either Party in connection with any notice or filing submitted to CFIUS, provided however, that should the Parties appoint a joint counsel to handle the CFIUS Approval then the Parties agree to equally share the costs of such counsel’s fees and filing fees (if any).

(b)          In the event that the Company is required to pay the Purchaser a Termination Fee pursuant to Sections 4.8, then the Termination Fee shall be paid to the Purchaser by wire transfer to an account designated in writing by the Purchaser, within thirty (30) Business Days after the date of such termination. In no event shall the Company be required to pay the Termination Fee on more than one occasion. As used in this Agreement the “Termination Fee” refer to an amount equal to two percent (2%) of the Purchase Price. If this Agreement is terminated under circumstances in which the Company is obligated to pay the Termination Fee pursuant this Section 7.1(b) then Purchaser’s right to receive the Termination Fee pursuant thereto, shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Purchaser against the Company for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or  other  failure  of the ProposedTransactions  to  be  consummated (whether willfully, intentionally, unintentionally or otherwise).

Section 7.2 Governing Law; Jurisdiction.  This Agreement and all disputes and  claims arising out of or in connection thereto shall be governed by and construed in accordance with the Laws of Singapore (without regards to its conflict of law’s provisions). Any dispute arising out or in connection with this Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore administered by the auspices of Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the (“SIAC Rules”) in force at the time of the request for arbitration, which rules are deemed to be incorporated by reference to this clause. The arbitration shall take place in Singapore at the SIAC. The seat of the arbitration shall be Singapore The arbitration proceeding shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall not be subject to any appeal, and the Parties shall be bound thereby and shall act accordingly. Judgment on the award of the arbitrators may be enforced by any court of competent jurisdiction. The losing Party, as determined by the arbitrators, shall pay all out-of-pocket expenses incurred by the prevailing Party (including, without limitation, legal fees), as determined by the arbitrators in connection with any such dispute. Notwithstanding the foregoing, each Party shall retain the right to seek for provisional remedies, including interlocutory and/or injunctive reliefs, in any jurisdiction in which there is a breach by the other Party of any undertakings under this Agreement.

Section 7.3   Amendment.  This Agreement shall not be waived, amended, changed   or modified in any respect, except by another agreement in writing executed by the Parties hereto.

Section 7.4 Binding Effect. Subject to Section 7.5, this Agreement shall inure to the benefit of, and be binding upon, the Company and the Purchaser and their respective successors and permitted assigns.

Section 7.5 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Party, except that each Party may assign all of its rights, duties and obligations hereunder in connection with a sale of all of its shares in an M&A Transaction (as defined in Section 4.8).

Section 7.6   Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the Party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) ten (10) days after having been sent by registered or certified mail, return receipt requested, postage prepaid from one country to another country or three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, within the same country, or (d) five (5) business days after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt, from one country to another country, or one (1) business day after deposit with an internationally recognized express courier, freight prepaid, with written verification of receipt, within the same country. All communications shall be sent to the respective Parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this section. For purposes of this section, a “business day” means a weekday on which banks are open for general banking business in Republic of China and Israel.

 

If to Purchaser, at:	Chroma ATE Inc.
	No. 66, Hwa Ya 1 Rd. Guishan District
	Taoyuan City 333, Taiwan Attn: Lawrence Wu
	Email: lawrence.wu@chroma.com.tw
With copy to:	Jones Day
	4/F, 27 Zhongshan Dong Yi Rd. Shanghai 200002, China
	Attn:  Angel Huang
	Email: ahuang@jonesday.com   and
	Jones Day
	8/F, 2 Dunhua South Rd. Sec. 2 Taipei 106, Taiwan
	Attn:  Raymond Wang
	Email: rhwang@jonesday.com
If to the Company, at:	Camtek Ltd. 9 Ha’Arig St.,
	Migdal Ha’Emek, Israel
	Attn: Rafi Amit
	Email: rafia@camtek.com and Moshe Eisenberg
	Email: moshee@camtek.com
With copy to:	Shibolet & Co., Law Offices 4 Berkowitz St.,
	Tel-Aviv, Israel Attn: Lior Aviram
	Email: L.aviram@shibolet.com

 

Section 7.7 Legends. The Purchaser understands that the Purchase Shares will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities Laws, are “restricted securities” as that term is defined in Rule 144 and except as set forth below, the Purchase Shares shall bear any legend as required by the Securities Act, the “blue sky” laws of any state, any legends required under the Amended and Restated Registration Rights Agreement or any other agreement between the Purchaser and the Company, and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of all the Purchase Shares):

THE SECURITIES REPRESENTED HEREBY NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAW.  THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) TO CAMTEK LTD. OR ANY OF ITS SUBSIDIARIES, OR (3) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

Section 7.8 Removal of Legends. Subject to applicable Law and the terms of the Amended and Restated Registration Rights Agreement, certificates evidencing the Purchase Shares shall not be required to contain the legend set forth in Section 7.7 above (i) following any sale of such Purchase Shares pursuant an effective registration statement under, and in compliance with the prospectus delivery requirements under, the Securities Act, (ii) following any sale of such Purchase Shares pursuant to Rule 144, (iii) if such Purchase Shares are eligible to be sold, assigned or transferred under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Purchase Shares and without volume or manner-of-sale restrictions (provided that the Purchaser provides the Company with reasonable assurances that such Purchase Shares are eligible for sale, assignment or transfer under Rule 144), or (iv) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC).

Section 7.9 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

Section 7.10  Severability.  If any provisions of this Agreement shall be adjudicated  to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

Section 7.11 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

Section 7.12 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which may be transmitted electronically and shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

Section 7.13 Rights of Third Parties. A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any of its terms

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

 

	COMPANY   CAMTEK LTD.
	By:
		Name: Title:
	PURCHASER   CHROMA ATE INC.
	By:
		Name: Title:

 

[Signature Page to Share Purchase Agreement]

SCHEDULE 1 PURCHASE SHARES

NUMBER OF PURCHASE SHARES: 1,700,000

THE TOTAL AMOUNT OF THE PURCHASE PRICE: USD 16,150,000

 

EXHIBIT A FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

WHEREAS	The Company and Priortech previously entered into a Registration Rights Agreement, dated March 1, 2004, which was approved by the Company’s shareholders at a general meeting held on March 29, 2004 (the “Registration Rights Agreement”), regarding the registration rights of Priortech with respect to the Ordinary Shares (as defined below) held by it; and
WHEREAS	The Company and Priortech have since entered into that certain Amended and Restated Registration Rights Agreement (the “First Amended and Restated RRA”) on December 30, 2004; and
WHEREAS	On May 13, 2015, the Company and Priortech signed on an Extension to the   First Amended and Restated RRA (the “Extension”), which extended the term of the First Amended and Restated RRA for an additional period of five years, ending on December 31, 2019; and
WHEREAS	On the date hereof, the Company and Chroma entered into that certain share purchase agreement (the “SPA”), and Priortech and Chroma entered into that certain share transfer agreement (the “STA”), pursuant to which, as of the date hereof, Priortech and Chroma are considered jointly as the “controlling shareholders” in the Company, within the meaning prescribed under the Israeli Companies Law, 5759-1999 (the “Companies Law”); and
WHEREAS	The Company and Priortech wish to enter into this Agreement, together with Chroma as Party hereto, such that this Agreement shall replace the First Amended and Restated RRA and Extension, as further detailed below, subject to approval of the Company’s shareholders and to the closing of the SPA and STA;