Todos Med Ltd (TOMDF)

[JoeForkeyBolo]

An excerpt from the Securities Purchase Agreement that is worth noting, since the CEO and CFO have both stated they do not plan to initiate a reverse split from the current price level. The specific mention of 1:10 ratio (or as appropriate) does not include the 1:100 upper bound the company included in earlier discussions. With the promotional capabilities of Yozma Group, it might suggest they intend to help the company get the attention needed to bring a substantial number of new investors to the stock in the next few months to support the 1:10 ratio mentioned.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on such Closing Date of the representations and warranties of the Purchaser contained herein;

(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to such Closing Date shall have been performed;

(iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) and (d)of this Agreement, as the case may be; and

(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser:

(i) the accuracy in all respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on such Closing Date of the representations and warranties of the Company contained herein;

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Section 2.2(a) and (c), as the case may be, of this Agreement;

(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v) the Company will consummate a reverse stock split (the ratio of which shall be 1:10 or such other ratio as agreed upon by the Company and the Purchaser) of its ordinary shares within 120 of the Initial Closing.