At the Closing, subject to the terms and conditions hereof, (a) Can-fite will deliver to the Company a certificate representing the irrevocable cancellation and waiver of the Indebtedness, in the form attached hereto as Exhibit A (the " Waiver ") in exchange for (b) a signed and executed share transfer deed evidencing the transfer of the Shares to Can-fite together with a share certificate representing the Shares.