the Company is a public company incorporated in Israel, whose shares are traded on the Pink Sheets; and

the Board of Directors of the Company (the " Board ") has determined that it is in the best interests of the Company to raise capital by means of the issuance of up to 6,000,000 of the Company's Ordinary Shares, no par value (" Ordinary Shares ") for the total aggregate investment in the Company from the Investors and other investors of up to Nine Million U.S. Dollars ($9,000,000), as more fully detailed below; and

the Company has negotiated the terms of this Agreement with the Investors who are large shareholders of the Company; and

the Board has also approved the terms of an agreement for future investment by others, in the form of Schedule 2 attached hereto ; and

the Investors desire to invest in the Company and in exchange, the Company will issue the Purchased Shares (as defined below) to the Investors, all pursuant to the terms and conditions more fully set forth in this Agreement.

THE INVESTMENT

Firm Closing . Subject to the terms and conditions of this Agreement, at a closing to be held within three business days following completion of all necessary corporate approvals as detailed in Section 5 hereof (the " Firm Closing "), the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, severally and not jointly, Ordinary Shares, at a price per share of $1.50 (the " Price Per Share ") , for an aggregate purchase price of One Million U.S. Dollars ($1,000,000). The number of Ordinary Shares to be purchased by each Investor at the Firm Closing, and the aggregate purchase price to be paid in consideration for such Ordinary Shares are   set forth opposite such Investor's name on Schedule 1 (the " Firm Shares ").

Additional Closing . At any time prior to May 31, 2018, each Investor may also notify the Company that they wish purchase additional Ordinary Shares (the " Additional Shares " and, together with the Firm Shares, the " Purchased Shares ") at the Price Per Share for aggregate proceeds not to exceed two Million five hundred thousand U.S. Dollars ($2,500,000) each (the " Maximum Additional Investment "), by executing and delivering a Notice to the Company.  Such closing of the investment for Additional Shares shall take place 5 business days in Israel after receipt of such notice or such other date as may be agreed by such Investor and the Company.  Schedule 1 to this Agreement and the Cap Table attached as Exhibit 1.3(b) shall be updated to reflect the Additional Shares purchased at each such Additional Closing and the identities of the investors purchasing such Additional Shares.

Capitalization Table .  The capitalization table of the Company on both a fully diluted and issued and outstanding basis as of immediately prior to the Firm Closing is attached as Exhibit 1.3(a) hereto. The capitalization table of the Company on both a fully diluted and issued and outstanding basis after giving effect to the Firm Closing, and on a pro forma basis assuming the issuance of the maximum number of Additional Shares, is attached as Exhibit 1.3(b) hereto.

Wiring Instructions . Each investment hereunder shall be made by the respective Investor by wire transfer of immediately available funds in the amount set forth opposite such Investor's name on Schedule 1 ( i.e. the number of Purchased Shares multiplied by the Price Per Share) to the Company's bank account, the details of which are as follows (the " Company's Bank Account "):

The issuance and delivery to the Investors of the Purchased Shares within 5 days after Closing shall be evidenced by electronic share certificates issued in the name of the Investor bearing appropriate legends.

The Purchased Shares to be issued pursuant to this Agreement shall be newly, duly and validly issued, fully paid and non-assessable, and shall be restricted for trade and sale according to the legend set forth below in Section 3.5.

The Investors shall have piggyback registration rights with respect to registrations by the Company and after filing the Company's next Form 20-F, as provided in the Registration Rights Agreement in the form attached hereto as Schedule 3 .  Nothing herein shall require the Company to provide financial statements different from or earlier than required under applicable law and/or stock exchange rules.  

AFFIRMATIVE COVENANTS

Use of Proceeds . The Investment Amount shall be used by the Company as determined by the Board of the Company including, but not limited to, for ongoing business operations, research and development, recruitment of employees and strategic partners, and repayment on a pro rata basis of shareholders' loans.

Immediately following the execution of this Agreement, the Company and the Investors shall file, in full cooperation, an application with the Ministry of Economy for funding (the " Funding ") pursuant to the "program to encourage investments in venture-backed companies in the field of alternative fuels for transportation" (the " Program ") and shall make their best efforts to receive the Program's approval.  Upon receipt of the Program's approval and Closing of the transactions contemplated by this Agreement, this Agreement and the transactions contemplated hereby shall be subject to the terms of the Program, including the provisions of the CEO of the Ministry of Economy circular (8.21) in respect of the "program to encourage investments in venture-backed companies in the field of alternative fuels for transportation" dated December 12, 2013. The Funding shall comply with the terms of the Program as they may be in effect from time to time, including, if applicable, with respect to the terms of any debt financing, the issuance of warrants to shareholders who repay any Funding on behalf of the Company as permitted by the terms of the Program, etc.

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby represents and warrants, severally and not jointly, to the Company as follows:

The Investor has full power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the terms of this Agreement and this Agreement is valid and binding upon it.

The consummation of the transactions contemplated hereunder and the performance by such Investor do not violate the provisions of any applicable law or instrument to which the Investor is a party.

The Investor is aware of the Company's and its subsidiary's business affairs and financial condition and has acquired sufficient information about the Company and the subsidiary to reach an informed and knowledgeable decision to acquire the Purchased Shares.   The Investor has had an opportunity to discuss the Company's and the subsidiary's business, management, financial affairs and the terms and conditions of the offering of the Purchased Shares with the Company's management. The Investor is an experienced investor and has reviewed and inspected all of the data and information made available to it by the Company and the subsidiary in connection with the execution of this Agreement. The Investor is aware that the Company is in the development stage and that it has a short operating history in the Company's current business, and that the purchase of Purchased Shares contemplated hereby involves substantial business risk, should be regarded as highly speculative and may cause it substantial or total loss of its investment. The Investor is able to bear the economic risk of an investment in the Purchased Shares and could afford a complete loss of its investment. The Investor has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in a transaction such as this one and has evaluated the risk of investing in the Purchased Shares. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 4 of this Agreement or the right of the Investor to rely thereon .

Other than the Company's public reports, and the terms, representations and warranties contained in this Agreement, no additional material information, representation, assurance and/or forecast with respect to the Company's business activity were given to the Investor by the Company and/or the Company's representatives. In deciding to enter into this Agreement, the Investor did not rely on any information or documentation not disclosed in this Agreement or that is not publicly disclosed.

The Investor acknowledges that the offer and sale of the Purchased Shares issued to the Investor hereunder have not been registered under the US Securities Act of 1933, as amended (the " Act "), or the securities laws of any other country, or the securities laws of any state or regulatory body in the US or in Israel and are being offered and sold in reliance upon exemptions from the registration requirements of the Act, and such Purchased Shares may not be transferred or resold without registration under such laws unless an exemption is available. The Investor is aware the Company's ordinary shares have not traded since February 2016. The Purchased Shares will be imprinted with a legend in substantially the following form:

The Investor is acquiring the Purchased Shares for investment and not with a view to the resale or distribution thereof and is acquiring such securities for its own account.

The Investor is not a U.S. person (as defined in Section 902 of Regulation S promulgated under the Act) .

None of the "Bad Actor" disqualifying events described in Rule 506(d)(1)(i) to (viii) promulgated under the Act (each a "Disqualification Event") is applicable to the Investor or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or 506(d)(3) is applicable.  For purposes of this Agreement, "Rule 506(d) Related Party" shall mean a person or entity that is a beneficial owner of the Investor's securities for purposes of Rule 506(d) of the Securities Act of 1933.

The Investor acknowledges that as a result of the receipt of Purchased Shares to be issued pursuant to this Agreement, he/it may be deemed an "affiliate" of the Company as defined under the Act, and undertakes to comply with any applicable law in connection to his status as an "affiliate".

To the Investor's knowledge, it is not currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control (" OFAC "), the United Nations Security Council (" UNSC "), the European Union (" EU "), Her Majesty's Treasury (" HMT "), or other relevant sanctions authority (collectively, " Sanctions "), nor located, organized or resident in a country or territory that is the subject of Sanctions.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company (with respect to itself and its subsidiary) represents, warrants, covenants and agrees that:

The Company is a public company incorporated in Israel and the Company's shares are listed for trade in the United States on the Pink Sheets.

The consummation of the transactions contemplated hereunder and the performance of this Agreement by the Company do not violate the provisions of the currently in effect articles of association of the Company or any applicable law, and will not result in any breach of, or constitute a default under, any agreement or instrument to which the Company is a party or under which it is bound.

Subject to the receipt of the Board and Company shareholders' approval prior to Closing, the Company has full power and authority and has taken, or will take prior to the Closing, all required actions necessary to permit it to execute and deliver and to carry out the terms of this Agreement, and this Agreement is valid and binding upon the Company. The Company shall take all reasonable actions required to fulfill all the conditions set forth in Section 5 below as soon as possible following the execution of this Agreement.

Except as explicitly provided herein and in the legend required by Section 3.5, the Purchased Shares to be issued pursuant to this Agreement shall be fully paid, free and clear of any security interests, liens, proxies, voting trusts and other voting arrangements, calls, third party rights or other commitments of any kind.

The Company's fully diluted and as issued and outstanding capitalization table immediately prior to and after the Firm Closing, and on a pro forma basis assuming the issuance of the maximum number of Additional Shares, is attached as Exhibit 1.3(a) and Exhibit 1.3(b) , respectively, where fully diluted means after giving effect to all outstanding options, warrants, and other securities convertible into shares of the Company, assuming full exercise of all such instruments.

Neither this Agreement nor any certificate or other document made or delivered in connection herewith, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

The execution and delivery by the Company of this Agreement and the performance by the Company of the transactions contemplated hereby, do not and will not require the Company to effectuate or obtain any registration with, consent or approval of, or notice to any federal, state or other Israeli or US governmental authority or regulatory body, other than periodic and other filings under the Exchange Act. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section, the Company is relying (among other things) on certain representations and warranties made by the Investors in Section 3.

The offering, issuance, sale and delivery of the Purchased Shares are exempt from the registration and prospectus delivery requirements of the Act, are being made in compliance with all applicable federal and (except for any violation or non-compliance that could not reasonably be expected to have a material adverse effect on the business of the Company) state laws and regulations in the US and Israel concerning the offer, issuance and sale of securities, and are not being issued in violation of any preemptive or other rights of any shareholder of the Company. In making the representations and warranties in the foregoing sentence of this Section, the Company is relying (among other things) on certain representations and warranties made by the Investors in Section 3.  Neither the Company nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offer and/or sale of the Purchased Shares to be issued under this Agreement to be integrated with prior offerings by the Company for purposes of the Act .

As of their respective dates, the Company's filings with the United States Securities and Exchange Commission (" Filings ") did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of the Company included or incorporated by reference in such Filings have been prepared in accordance with applicable accounting requirements and the published rules and regulations under the Exchange Act, and fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of operations for the periods then ended. To the Company's best knowledge, it is not subject to any investigation with respect to any failure related to the Filings.

CONDITIONS PRECEDENT

The transfer of the amount to be invested at a Closing by each Investor and issuance of the Purchased Shares by the Company, shall be subject to the completion of all of the following conditions and delivery of all of the following approvals and instruments, all to the full satisfaction of all the Investors:

Approval of this Agreement by the Company's Board (" Board Approval ").

Approval of this Agreement by the Company's shareholders (" Shareholders Approval ").

Fully executed Registration Rights Agreement by the Company.

Within 5 business days in NY after the receipt by the Company of the Investment, the Company shall deliver to each Investor an electronic share certificate issued by the Company's transfer agent and bearing appropriate legends with respect to the Purchased Shares.

To the extent that the conditions specified in this Section shall have not been obtained by the end of the day (Israel Time) of October 2, 2017, this Agreement may be terminated and null and void by a notice of the Investors to the Company, without any liability or penalty.

TAXES AND EXPENSES

MISCELLANEOUS

This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subject matter hereof and supersedes and cancels any prior or contemporaneous agreements, understandings or discussions.

Any term of this Agreement may be amended or waived with the prior written consent of the Company and the Investors.

This Agreement shall be governed by the laws of the State of Israel, without regard to the principles of conflict of law thereof.  Exclusive jurisdiction is hereby granted to the courts of Tel Aviv-Jaffa, Israel.

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and are binding upon, the successors, assigns, heirs, executors, and administrators of the Parties.

None of the rights, privileges, or obligations of either Investor set forth in this Agreement may be assigned or transferred by such Investor without the prior consent in writing of the other Parties.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

All non-public information received by the Investors from the Company shall be maintained by the Investors in strict confidence.

All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be delivered by email, fax or hand delivery or by guaranteed courier, addressed to such Party's address as set forth next to such Investor's name in Schedule 1 hereof or with respect to the Company as set forth below or at such other address as such Party shall have furnished to each other Party in writing in accordance with this provision:

DEFINITIONS

Definitions .

For purposes of computation of periods of time hereunder, the word "from" means "from and including" and the words "to" and "until" each mean "to and including".

Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person's successors and assigns, the word "including" shall mean "including without limitation", and (c) the phrase "as of the date hereof" shall mean "as of the date of execution of this Agreement".

All references herein to Dollars or $ are references to United States Dollars and to NIS are references to New Israeli Shekels.

REGISTRATION RIGHTS

Incidental Registration .

If the Company at any time proposes to register any of its securities under the Securities Act , including for this purpose a registration effected by the Company for securityholders other than the Holders (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction), it shall notify all Holders of Registrable Shares in writing promptly of such registration. Each Holder desiring to include in any such registration statement all or any part of the Registrable Shares held by it shall, within twenty (20) days after delivery of the above-described notice by the Company, so notify the Company in writing specifying the number of Registrable Shares requested to be included. The Company shall, subject to the provisions of Sections 2.1.2 and 2.1.3, cause to be registered all of the Registrable Shares that each such Holder has requested to be included in such registration.  If a Holder decides not to include all of its Registrable Shares in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The number of occurrences of the registration pursuant to this Section 2.1 shall be unlimited.

If the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, the Company shall so advise the Holders of Registrable Shares as part of its notice made pursuant to Section 2.1.1.  In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter.

Notwithstanding any other provision of this Agreement, if the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, and the managing underwriter(s) determine(s) in good faith and advise(s) the Initiating Holders in writing   that marketing factors require a limitation of the number of shares (including Registrable Shares) to be underwritten in any registration statement under this Section 2.1, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; and second, to the Holders of Registrable Shares pro-rata, based on the total number of Registrable Shares then held by the Holders of Registrable Shares requesting to be included in such registration,   or in such other proportion as shall mutually be agreed to by all such selling Holders.  To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.  Notwithstanding the foregoing, in no event shall (i) the number of Registrable Shares included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Shares included in the offering be reduced below twenty percent (20%) of the total number of securities included in such offering. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Shelf Registration .

Subject to the conditions of this Section 2.2, at any time beginning after the submission by the Company of a Form 20-F for the period ended December 31, 2017, if the Company shall receive a written request(s) from any Holder of Registrable Shares that the Company file a shelf registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of Registrable Shares with a sale price, based on a recent average close price of the Ordinary Shares, of at least $3,000,000 (the " Shelf Registration Statement "), then the Company shall, promptly following the receipt thereof, give written notice of such request to all Holders, which may elect to join in such request, as specified in a written request given within fifteen (15) days after delivery of the Company's written notice. The Shelf Registration Statement shall be filed on Form F-3 or another appropriate registration statement permitting registration of such Registrable Shares for resale by the Holders in accordance with the methods of distribution elected by them and set forth in such Shelf Registration Statement.  The Company shall use its reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable but no later than within 3 months after the Holders' initial request in accordance with this Section 2.2 and to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) one hundred and twenty (120) days following the date such registration was declared effective and (ii) the disposition of all Registrable Shares included in such Shelf Registration Statement.

The Company shall not be required to effect a registration pursuant to Section 2.2.1 if (i) Form F-3 is not available for such offering by the Holders, (ii) within ten (10) days of receipt of a written request from any Holder or Holders pursuant to Section 2.2, the Company gives notice to such Holder or Holders of the Company's good faith intention to file a registration statement for a public offering within ninety (90) days, provided that the Company actually files such registration statement within such ninety (90)) days and makes reasonable good faith efforts to cause such registration statement to become effective; (iii) the Company shall furnish to Holders requesting a registration statement pursuant to Section 2.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such seventy five day period (other than a registration of securities in an SEC Rule 145 transaction or with respect to an employee benefit plan); (iv) the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 2.2; (v) the Company has, within the six (6) month period preceding the date of such request, already effected a Shelf Registration Statement, (iv) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and for one hundred eighty (180) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in an SEC Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing good faith, commercially reasonable efforts to cause such registration statement to become effective.

Notwithstanding any other provision of this Agreement, if the registration under this section is an underwritten offering, and the managing underwriter(s) determine(s) in good faith and advise(s) the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten in any registration statement under this Section 2.2, then the Initiating Holders shall so advise all Holders of Registrable Shares that otherwise would be underwritten pursuant hereto, and the number of Registrable Shares that may be included in the underwriting shall be allocated among such Holders of Registrable Shares, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Shares owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Shares held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.  To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.  Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Designation of Underwriter .

In the case of any registration effected pursuant to Section 2.2, the Initiating Holders that submitted the request for registration shall have the right to designate the managing underwriter(s) in any underwritten offering, which managing underwriter(s) shall be reasonably acceptable to the Company.

For the avoidance of doubt, in the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter(s), which managing underwriter(s) shall be reasonably acceptable to the Initiating Holders.

Expenses .  All registration expenses incurred in connection with any registration, qualification or compliance pursuant to Sections 2.1 and 2.2 shall be borne by the Company. Registration expenses shall include all expenses incurred by the Company or incident to the Company's performance of or compliance with this Agreement, including, without limitation, expenses incurred in connection with the preparation of a prospectus, printing, registration and filing fees, printing fees and expenses, fees and disbursements of counsel, accountants and other advisors for the Company, reasonable fees and disbursements of a single special counsel for the Holders (selected by Holders of the majority of the Registrable Shares requesting such registration), taxes, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association for Securities Dealers, Inc., fees of transfer agents or registrars and the expense of any special audits incident to or required by any such registration. Notwithstanding the foregoing, however, all underwriters' discounts and commissions in respect of the sale of Registrable Shares shall be paid by the Holders, pro rata in accordance with the number of Registrable Shares sold in the offering.

Indemnities .  In the event any Registrable Shares are included in a registration statement pursuant to this Section 2:

To the fullest extent permitted by law, the Company will indemnify and hold harmless each Holder, its Affiliates, the partners, officers, directors and shareholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Securities Act) in an underwritten offering for such Holder, and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, from and against any and all losses, claims, damages, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a " Violation ") other than a Violation specified in Section 2.5.2 below by such Holder: (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, or (iii) any violation or alleged violation of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will promptly pay as incurred to each such Holder, its Affiliates, partners, officers, or directors, any underwriter (as defined in the Securities Act) in an underwritten offering for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, for any legal or other expenses reasonably incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without written consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder, the underwriter or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity for the benefit of the Holder shall survive the transfer of securities by a Holder.

To the fullest extent permitted by law, each Holder will, if Registrable Shares held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly with other Holders, indemnify and hold harmless the Company, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's Affiliates, partners, directors, officers or any person who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will promptly pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation. The indemnity agreement contained in this Section 2.5.2 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act ; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Section 2.5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that in no event shall any indemnity under this Section 2.5.2 exceed the net proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, the underwriter or any controlling person of the Company or the underwriter. Such indemnity for the benefit of the Company shall survive the transfer of securities by a Holder, meaning, the obligation to indemnify the Company shall be borne by the transferee to whom a Holder transfers its securities.

Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.5.1 or 2.5.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.5.1 or 2.5.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder.  In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties, with the fees and expenses to be paid by the indemnifying party.  After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 2.5.1 or 2.5.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party's intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.  No indemnifying party will consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

If the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder; and provided further that no party will be liable for contribution that was determined in settlement of any claim or action, if such settlement is effected without its written consent, not to be unreasonably withheld.

The obligations of the Company and Holders under this Section 2.5 shall survive completion of any offering of Registrable Shares in a registration statement and the termination of this Agreement.  No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnification provisions of this Section 2.5 shall not be in limitation of any other indemnification provisions included in any other agreement. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall prevail.

Obligations of the Company .  Whenever required under this Section 2 to effect the registration of any Registrable Shares, the Company shall, as expeditiously as possible:

Prepare and file with the SEC a registration statement with respect to such Registrable Shares and use its commercially reasonable best efforts to cause such registration statement to become effective;

prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used, if applicable, in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement;

furnish to the Holders such numbers of copies of a prospectus or preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them;

in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.  Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;

notify each holder of Registrable Shares covered by such registration statement at any time when a prospectus or registration statement relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company shall prepare and furnish to each such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

cause all Registrable Shares registered pursuant hereunder to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;

provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration. Provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement;

promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus;

cause senior representatives of the Company to participate in any "road show" or "road shows" reasonably requested by any underwriter of an underwritten or "best efforts" offering of Registrable Shares;

furnish, on the date that such Registrable Shares are delivered to the underwriters for sale, if such securities are being sold through underwriters, or if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective; (i) an opinion, dated as of such date, of the counsel representing the Company addressed to the underwriters, if any, and to the holders requesting registration of Registrable Shares, for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, addressed to the underwriters and to such seller, in form and substance as is customarily given by independent certified public accountants in an underwritten public offering with respect to such registration as such underwriters or sellers reasonably may request;

use best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; and

otherwise use commercially reasonable efforts to comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the SEC.

Information by Holder; No Delay . Each selling Holder shall furnish to the Company such information regarding such Holder, the Registrable Shares held by them and the intended method of disposition of such securities and any other relevant information as the Company may reasonably request in writing to timely effect the registration of their Registrable Shares. If any Holder does not provide any reasonably requested information promptly but no later than within ten (10) days of the request, the Company is permitted to not register such Holder's securities without penalty. For avoidance of doubts, no Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

Limitations on Subsequent Registration Rights.   From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least 75% of the Registrable Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Shares of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that the limitation in clause (i) shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 3.4.

Assignment of Registration Rights .  Any of the Holders of Registrable Shares may assign its rights to cause the Company to register Shares pursuant to this Section 2 to any transferee or assignee of all or part of the Registrable Shares held by such Holder, that acquires Registrable Shares; provided, however, that (i) the transferor shall furnish to the Company simultaneously with such transfer or assignment written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and (ii) such transferee shall agree at such time to be subject to all provisions and restrictions set forth in this Agreement.

Termination of Registration Rights .  The right of any Holder to request registration or inclusion of Registrable Shares in any registration pursuant to Sections 2.1 or 2.2 shall terminate at such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder's shares during a three-month period without registration and without limitation.

Public Information .  With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Shares to the public without registration, the Company (at any time after it has become subject to such reporting requirements) agrees to: (i) make and keep available adequate current public information with respect to the Company, within the meaning of Rule 144(c) under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public, (ii) furnish to such Holder forthwith upon request: (a) a written statement by the Company as to its compliance with the informational requirements of Rule 144(c) under the Securities Act (or similar rule then in effect), and of the Exchange Act (at any time after it has become subject to such reporting requirements); (b) a copy of the most recent annual or quarterly report of the Company; and (c) such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (iii) comply with all other necessary filings and other requirements so as to enable the holders of Registrable Shares to sell Registrable Shares under Rule 144 under the Securities Act (or similar rule then in effect).

Foreign Offerings . The provisions of this Section 2 shall apply, mutatis mutandis, to any registration of the securities of the Company outside of the United States.

MISCELLANEOUS

Aggregation of Shares. All shares held or acquired by Affiliates or Immediate Family Members shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliates or Immediate Family Members may apportion such rights as among themselves in any manner they deem appropriate.

Communications.   All notices or other communications hereunder shall be in writing and shall be given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile or electronic mail transmission (provided that written confirmation of transmission is obtained), addressed as set forth below:

Successors and Assignees . Except as otherwise expressly provided herein, all rights, obligations, covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the Parties hereto shall bind, be enforceable against, inure to the benefit of and be enforceable by their respective successors. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Shares that (i) is an Affiliate of a Holder; (ii) is a Holder's Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder's Immediate Family Members; or (iii) after such transfer, holds at least 500,000 Registrable Shares (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Shares with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. Except as provided in the preceding sentence, no Party may assign or transfer any of its rights or obligations hereunder.  Nothing in this Agreement, express or implied, shall give to any person other than the Parties hereto any benefit or any legal or equitable right, remedy or claim under this Agreement.

Additional Investors.   Notwithstanding anything to the contrary contained herein, if the Company issues additional Ordinary Shares after the date hereof and prior to May 15, 2018, pursuant to the Share Purchase Agreement approved by the Board at the same time that this Agreement is approved, any Purchaser of such Ordinary shares may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed a "Holder" for all purposes hereunder.  No action or consent by the Holders shall be required for such joinder to this Agreement by such additional investor, so long as such additional investor has agreed in writing to be bound by all of the obligations as a "Holder" hereunder.

Delays or Omissions; Waiver.  The rights of a Party may be waived by such Party only in writing and specifically; the conduct of any one of the Parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or as a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or as an amendment hereto. A waiver by a Party in respect of a breach by the other Party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

Amendment.   Any term of this Agreement may be amended and the observance of any hereof may be waived only with the written consent of the Company and Shareholders holding at least 50% of the total shares of the Company held by all the Holders.

Entire Agreement. This Agreement (together with the recitals, and schedules attached hereto) contains the entire understanding of the Parties with respect to its subject matter and all prior negotiations, discussions, agreements, commitments and understandings between them with respect thereto not expressly contained herein shall be null and void in their entirety, effective immediately with no further action required.

Severability. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof. Where provisions of any applicable law resulting in such illegality, invalidity or unenforceability may be waived, they are hereby waived by each Party to the full extent permitted so that this Agreement shall be deemed valid and binding agreements, in each case enforceable in accordance with its terms.

Counterparts, Facsimile or Scanned Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signed Agreement received by a Party hereto via facsimile or electronic mail will be deemed an original.

No Third-Party Beneficiaries . Nothing in this Agreement shall create or confer upon any person or entity, other than the Parties hereto or their respective successors, any rights, remedies, obligations or liabilities, except as expressly provided herein.

Governing Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of Israel without regard to its choice of law rules. Any disagreement or dispute between the Parties arising under, in connection to or in relation to this Agreement shall be resolved exclusively in the competent courts of Tel Aviv, and each Party hereby submits irrevocably to the exclusive jurisdiction of such court.

Words importing the singular shall include the plural, and vice-versa. Words importing the masculine gender shall include the feminine gender; and words importing persons shall include corporate bodies.

Any provision or part thereof of these Articles, prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.

The name of the Company is Eviation Aircraft Ltd.

The purposes of the Company shall be to engage in the types of pursuits specified below:

Any purpose stated in the Company's Memorandum of Association.

To engage in any legal activity.

The liability of each Shareholder for the Company's debts is limited to the full payment of the original issue price of the shares first allotted to such Shareholder or his predecessors. Once such price is paid by the original owner of shares, there is no further liability of the holder and such holder's transferees for the Company's debts.

The registered share capital of the Company is 700,000,000 (seven hundred million) Ordinary Shares with no nominal value each.

All issued and outstanding shares of the Company of the same class are of equal rights between them for all intents and purposes concerning the rights set forth below.

Each issued Ordinary Share entitles its holder to the rights as described below:

The equal right to participate in and vote at the Company's general meetings, whether ordinary meetings or special meetings, and each of the shares in the Company shall entitle the holder thereof, who is present at the meeting and participating in the vote, whether in person, or by proxy, to one vote.

The equal right to participate in any Distribution.

The equal right to participate in the distribution of assets available for distribution in the event of liquidation of the Company.

If two or more persons are registered as joint holders of any shares, any one of such persons may give effectual receipts for any dividend or other monies in respect of such share and his or her confirmation will bind all holders of such share.

Any payment for a share shall be credited as a premium for said share, unless determined otherwise in the conditions of the allocation.

A Shareholder shall not be entitled to rights as a Shareholder, including the right to dividends, unless said Shareholder fully paid all sums in accordance with the conditions of the allocation, including interest, linkage and expenses, if any, and all unless otherwise determined in the conditions of the allocation.

A shareholder who is registered in the Register is entitled to receive from the Company, without payment and at such shareholder's request, within a period of three months after the allocation or registration of the transfer, one share certificate with respect to all the shares registered in his name, which shall specify the aggregate number of the shares held by such shareholder. In the event of a jointly held share, the Company shall issue one share certificate for all the joint holders of the share, and the delivery of such certificate to one of the joint holders shall be deemed to be delivery to all of them. Every certificate shall bear the Company's seal or a facsimile copy thereof and be signed by two Office Holders of the Company, or one director and the Company's secretary or by any other person appointed by the Board for such purpose.

The Company may issue a new certificate in lieu of a certificate that was issued and was lost, defaced, or destroyed, on the basis of such proof and guarantees as the Company may require, and after payment of an amount that shall be prescribed by the Company, and the Company may also replace existing certificates with new certificates, free of charge, subject to such conditions as the Company shall stipulate.

Except as otherwise provided in these Articles, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and, accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by statute, be bound to recognize any equitable or other claim to, or interest in such share on the part of any other person.

To the extent required by the Law, a trustee must inform the Company of the fact that such trustee is holding shares of the Company in trust for another person at such time as may be required by the Law. The Company shall register that fact in the Register in respect of such shares. The trustee shall be deemed to be the sole holder of said shares.

Subject to the Statutes, and subject to any applicable agreements or undertakings of any specific shareholder, the shares shall be freely transferable.

Transfer of registered shares shall be made in writing or any other manner, in a form specified by the Board or the transfer agent appointed by the Company, and such transfer form should be signed by both the transferee and the transferor and delivered to the Office or to such transfer agent, together with the certificates of the shares due to be transferred, if such certificates have been issued. The transferee shall be deemed to be the shareholder with respect to the transferred shares only from the date of registration of his name in the Register.

The Board may close the Register and suspend the registration of transfers for such period of time as the Board shall deem fit, provided that the period of closure of any such book shall not exceed 30 days each year. The Company shall notify the shareholders of such decision.

In the case of the death, liquidation, bankruptcy, dissolution, winding-up or a similar occurrence of a Shareholder, the legal successors of such Shareholder shall be the only persons recognized by the Company as having any title to such shares, but nothing herein contained shall release the estate of the predecessor from any liability in respect of such shares.

The legal successors may, upon producing such evidence of title as the Board shall require, be registered themselves as holders of the shares, or subject to the provisions as to transfers herein contained, transfer the same to some other person.

(a) Subject to the Statutes, a general meeting of shareholders may from time to time resolve to:

Alter or add classes of shares that shall constitute the Company's authorized capital, including shares with preference rights, deferred rights, conversion rights or any other special rights or limitations.

Increase the Company's registered share capital by creating new shares either of an existing class or of a new class.

Cancel any registered shares not yet allocated, provided that the Company has made no commitment to allocate such shares.

Reduce the Company's share capital and any reserved fund for redemption of capital.

Determine that fractions of shares that do not entitle their owners to a whole Share, will be sold by the Company and that the consideration for the sale be paid to the beneficiaries, on terms the Board may determine;

Allot to every Shareholder, who holds a fraction of a Share resulting from a consolidation and/or split, shares of the class that existed prior to the consolidation and/or split, in a quantity that, when consolidated with the fraction, will constitute a whole Share, and such allotment will be considered valid immediately prior to the consolidation or split;

Determine the manner for paying the amounts to be paid for shares allotted in accordance with Article 22(c)(2) above, including on account of bonus shares; and/or

Determine that the owners of fractions of shares will not be entitled to receive a whole Share in respect of a Share fraction.

Except as otherwise provided by or pursuant to these Articles or by the conditions of issue, any new share capital shall be considered as part of the original share capital, and shall be subject to the same provisions of these Articles with reference to payment of calls, lien, transfer, transmission, forfeiture and otherwise, which applies to the original share capital.

If at any time the share capital is divided into different classes of shares, any change to the rights and privileges of the holders of any such class of shares shall require the approval of a Class Meeting of such class of shares by a Simple Majority (unless otherwise provided by the Statutes or by the terms of issue of the shares of that class).

The rights and privileges of the holders of any class of shares shall not be deemed to have been altered by creating or issuing shares of any class, including a new class (unless otherwise provided by the terms of issue of the shares of that class).

The Company may, by resolution of the Board, from time to time, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Company, by resolution of the Board, may also raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it deems fit, and in particular by the issue of debentures or debenture stock of the Company charged upon all or any part of the property of the Company (both present and future) including its unissued and/or its uncalled capital for the time being. Issuance of any series of debentures shall require Board approval.

Annual general meetings shall be held at least once a calendar year, at such place and time as determined by the Board, but not later than fifteen (15) months after the last annual general meeting. Such general meetings shall be called "Annual Meetings" and all other general meetings of the Company shall be called "Special Meetings". The Annual Meeting shall review the Company's financial statements and shall transact any other business required pursuant to these Articles or to the Law, and any other matter as shall be determined by the Board.

The Board may convene a Special Meeting by its resolution, and is required to convene a Special Meeting should it receive a request, in writing, from a person or persons entitled, under the Companies Law, to request such meeting.

In addition, subject to the Law, the Board may accept a request of a shareholder holding not less than 1% of the voting rights at the general meeting to include a subject in the agenda of a general meeting, provided that such subject is a proper subject for action by shareholders under the Law and these Articles and only if the request also sets forth: (a) the name and address of the Shareholder making the request; (b) a representation that the Shareholder is a holder of record of shares of the Company, holding not less than 1% of the voting rights at the general meeting and intends to appear in person or by proxy at the meeting; (c) a description of all arrangements or understandings between the Shareholder and any other person or persons (naming such person or persons) in connection with the subject which is requested to be included in the agenda; and (d) a declaration that all the information that is required under the Law and any other applicable law to be provided to the Company in connection with such subject, if any, has been provided. In addition, if such subject includes a nomination to the Board in accordance with the Articles, the request shall also set forth the consent of each nominee to serve as a director of the Company if so elected and a declaration signed by each nominee declaring that there is no limitation under the Law for the appointment of such nominee. Furthermore, the Board, may, in its discretion to the extent it deems necessary, request that the Shareholders making the request provide additional information necessary so as to include a subject in the agenda of a general meeting, as the Board may reasonably require.

Subject to applicable law, the Board shall determine the agenda of any general meeting.

Unless otherwise required by the Law and these Articles, the Company is not required to give notice of general meetings under the Companies Law.

No business shall be transacted at any general meeting of the Company unless a quorum of Shareholders is present at the opening of the Meeting.

If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the general meeting shall stand adjourned one day thereafter at the same time and place or to such other day, time and place as the Board may indicate in a notice to the Shareholders. Subject to Section 79(b) of the Companies Law, at such adjourned Meeting any number of Shareholders shall constitute a quorum for the business for which the original Meeting was called.

The Chairman shall preside as the chairman at every general meeting, but if there shall be no such Chairman or if at any meeting the Chairman shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairman, then the Board members present at the meeting shall choose one of the Board members as chairman of the meeting and if they shall not do so then the Shareholders present shall choose a Board member, or if no Board member is present or if all the Board members present decline to take the chair, they shall choose any other person present to be chairman of the meeting.

The chairman may, with the consent of a general meeting at which a quorum is present, and shall if so directed by the general meeting, adjourn any meeting, discussion or the resolution with respect to a matter that is on the agenda, from time to time and from place to place as the meeting shall determine. Except as may be required by the Law, no Shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

A vote in respect of the election of the chairman of the meeting or regarding a resolution to adjourn the meeting shall be carried out immediately. All other matters shall be voted upon during the meeting at such time and order as decided by the chairman.

All resolutions proposed at any general meeting will require a Simple Majority, unless otherwise required by the Statutes or these Articles. Except as otherwise required by the Statues or these Articles, alteration or amendment of these Articles shall require a Simple Majority.

A declaration by the chairman of the meeting that a resolution has been carried, or has been carried unanimously or by a particular majority, or rejected, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be prima facie evidence thereof.

The chairman of the meeting will not have a second and/or a casting vote. If the vote is tied with regard to a certain proposed resolution such proposal shall be deemed rejected.

If two or more persons are jointly entitled to a share, the vote of the senior one who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders of the share, and for this purpose seniority shall be determined by the order in which the names stand in the Register.

A proxy need not be a Shareholder of the Company.

The instrument appointing a proxy shall be in writing signed by the appointer or of his attorney-in-fact duly authorized in writing. A corporate entity shall vote by a representative duly appointed in writing by such entity.

Unless otherwise determined by the Board, the instrument of appointment must be submitted to the Office no later than 48 hours prior to the first general meeting to be attended by such proxy or representative. The instrument of appointment shall automatically terminate and cease to be of any force or effect on the anniversary (12 months) of the date of the instrument of appointment, unless such instrument sets out a different expiry date.

A proxy may be appointed in respect of only some of the shares held by a Shareholder, and a Shareholder may appoint more than one proxy, each empowered to vote by virtue of a portion of the shares.

A Shareholder being of unsound mind or pronounced to be unfit to vote by a competent court of law may vote through a legally appointed guardian or any other representative appointed by a court of law to vote on behalf of such Shareholder.

A Shareholder entitled to vote may signify in writing his approval of, or dissent from, or may abstain from any resolution included in a proxy instrument furnished by the Company. A proxy instrument may include resolutions pertaining to such issues which are permitted to be included in a proxy instrument according to the Statutes, and such other issues which the Board may decide, in a certain instance or in general, to allow voting through a proxy. A Shareholder voting through a proxy instrument shall be taken into account in determining the presence of a quorum as if such Shareholder is present at the meeting.

The chairman of the general meeting shall be responsible for recording the minutes of the general meeting and any resolution adopted.

The provisions of these Articles relating to general meetings shall apply, mutatis mutandis, to Class Meetings.

The Board shall have and execute all powers and/or responsibilities allocated to the Board by the Statutes and these Articles, including setting the Company's policies and supervision over the execution of the powers and responsibilities of the CEO. The Board may execute any power of the Company that is not specifically allocated by the Statutes or by these Articles to another organ of the Company.

The number of directors on the Board shall be no less than three (3) but no more than nine (9), including at least two External Directors and one Independent Director (as defined below).

Each single shareholder holding at least twenty five percent (25%) of the issued and outstanding share capital of the Company (" Threshold ") will be entitled to appoint, dismiss and replace two (2) directors to the Company's Board of Directors, to the extent such one or more single shareholders exist.

One director shall be appointed by the directors serving on the Board, provided that such director has first been classified by the Audit Committee as independent in accordance with the provisions of the Law (the " Independent Director "). This Article shall not apply to the election and tenure of External Directors, in respect of whom the provisions of the Law shall apply.

As long as the number of directors serving on the Board is less than the maximum number of directors under Article 50, the Board can act to fill vacancies in the Board of Directors up to the maximum number of directors, provided that (i) each shareholder holding at least thirty percent (30%) of the issued and outstanding share capital of the Company has agreed in writing to such appointment, and (ii) such appointment has not been opposed by two or more directors.

If there is no single shareholder holding the Threshold and if despite the implementation of the provisions set forth in Articles 53 above the number of directors serving on the Board is less than the maximum number of directors provided for under Article 50, the shortfall number of directors of the Company (up to the maximum number of directors) shall be elected at each Annual Meeting by a Simple Majority and shall hold office until the end of the next Annual Meeting unless their office is vacated prior thereto in accordance with the provisions of these Articles and the Law.

Should a director cease serving the remaining directors may continue to act, provided that their number shall be not less than the minimal number of directors mentioned under Article 50 above. In the event the number of directors is less than the minimal number and should there be no single shareholder of the Company holding at least the Threshold or if such a shareholder fails to appoint one or two directors within 3 business days after being notified of such vacancy, the directors can act to appoint directors so the number of directors in office shall be equal to or higher than the minimal number mentioned under Article 50 above or alternatively can act to call a Special Meeting to elect directors such election shall require a Simple Majority at the Special Meeting.

Any appointment of a director by the Board shall be in effect until the next Annual Meeting or until he or she shall cease serving in office pursuant to the provisions of these Articles.

The term of office of a director shall commence on the date of such director's appointment pursuant to the provisions of these Articles.

The provisions of sections 50-58 (inclusive) may be amended or deleted only by the consent of the shareholders of the Company holding at least sixty five percent (65%) of the issued and outstanding share capital of the Company.

The Company shall determine the remuneration of the directors, if any, in accordance with the Law.

The Board shall appoint one of its members to serve as the Chairman and may replace the Chairman from time to time. The Chairman shall preside at meetings of the Board, but if at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the present directors shall choose a present director to be chairman of such meeting.

The directors shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit, subject to these Articles.

No business shall be transacted at any meeting of the Board unless a quorum of directors is present when a meeting is called to order. A quorum shall be deemed to exist when there are present personally or represented by an alternate director at least half of the directors then in office.

Some or all of the directors may attend meetings of the Board through computer network, telephone or any other media of communication, enabling the directors to communicate with each other, in the deemed presence of all of them, provided that due prior notice detailing the time and manner of holding a given meeting is served upon all the directors. The directors may waive the necessity of such notice either beforehand or retrospectively.

A resolution in writing signed by all of the directors eligible to participate in the discussion and vote on such resolution, or in respect of which all such directors have agreed (in writing by mail, fax or electronic mail) not to convene, shall be as valid and effective for all purposes as if passed at a meeting of the Board duly convened and held.

While exercising his/her voting right, each director shall have one vote. Resolutions of the Board will be decided by a simple majority of the directors present and voting, not taking into consideration abstaining votes, except as otherwise provided in these Articles or by the Statutes. In the event the vote is tied, the Chairman of the Board shall not have a casting vote, and such resolution shall be deemed rejected.

Subject to the Law, a director shall be entitled at any time and from time to time to appoint in writing any person who is qualified to serve as a director, to act as his/her alternate and to terminate the appointment of such person. The appointment of an alternate director does not negate the responsibility of the appointing director and such responsibility shall continue to apply to such appointing director - taking into account the circumstances of the appointment.

The Board may set up committees and appoint members to these committees subject to the Statutes. A resolution passed or an act done by such a committee pursuant to an authority granted to such committee by the Board shall be treated as a resolution passed or act done by the Board, unless expressly otherwise prescribed by the Board or the Statutes for a particular matter or in respect of a particular committee.

Meetings of committees and proceedings thereat (including the convening of the meetings, the election of the chairman and the votes) shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and unless otherwise determined by the Board, including by an adoption of a charter governing the committee proceedings.

The resolutions of the Board shall be recorded in the Company's Minutes Book, as required under the Statutes, signed by the Chairman or the chairman of a certain meeting. Such signed minutes shall be deemed prima facie evidence of the meeting and the resolutions resolved therein.

All acts done bona fide by any meeting of the Board or of a committee of the Board or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

The Board shall appoint at least one CEO, for such period and upon such terms as the Board deems fit.

The CEO shall have all managing and execution powers within the policies and guidelines set forth by the Board, and shall be under the supervision of the Board. The CEO may delegate any of his powers to his subordinates, subject to the approval of the Board.

The Company may insure the liability of an Office Holder, to the fullest extent permitted under the Statutes. In the event an insurance policy covering the Office Holder's liability provides as well cover for the Company, the rights of the Officer Holder to receive the insurance proceeds shall take precedence over the right of the Company.

Without derogating from the aforesaid, the Company may enter into a contract to insure the liability of an officer therein for an obligation imposed on him in consequence of an act done in his capacity as an Office Holder, in any of the following cases:

A breach of the duty of care vis-a-vis the Company or vis-a-vis another person;

A breach of the fiduciary duty vis-a-vis the Company, provided that the Office Holder acted in good faith and had a reasonable basis to believe that the act would not harm the Company;

A monetary obligation imposed on him in favor of another person;

Any other matter in respect of which it is permitted or will be permitted under applicable law to insure the liability of an Office Holder in the Company, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.

The Company may indemnify an Office Holder, to the fullest extent permitted under the Statutes. Without derogating from the aforesaid, the Company may indemnify an Office Holder for a liability or expense imposed on him in consequence of an act done in his capacity as an Office Holder in the Company, as follows:

A monetary obligation imposed on him or incurred by him in favor of another person pursuant to a judgment, including a judgment given in settlement or a court approved settlement or arbitrator's award;

Reasonable legal fees, including attorney's fees, incurred by an Office Holder in consequence of an investigation or proceeding filed against him by an authority that is authorized to conduct such investigation or proceeding, provided that such investigation or proceeding (i) concludes without the filing of an indictment against the Office Holder or (ii) concluded with the imposition of a monetary payment on the Office Holder in lieu of criminal proceedings, but the criminal offense in question does not require the proof of criminal intent, all within the meaning of the Law or in connection with a financial sanction.

Reasonable litigation costs, including attorney's fees, incurred by an Office Holder or which he is ordered to pay by a court, in proceedings filed against him by the Company or on its behalf or by another person, or in a criminal charge of which he is acquitted, or in a criminal charge of which he is convicted of an offence that does not require proof of criminal intent.

Any other obligation or expense in respect of which it is permitted or will be permitted under the Statutes to indemnify an Office Holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.

The Company may give an advance undertaking to indemnify an Office Holder therein in respect of the following matters:

Matters as detailed in Article 72.1, provided however, that the undertaking is restricted to events, which in the opinion of the Board, are anticipated in light of the Company's activities at the time of granting the obligation to indemnify and is limited to a sum or measurement determined by the Board as reasonable under the circumstances. The indemnification undertaking shall specify such events and sum or measurement.

Matters as detailed in Articles 72.2, 72.3 and 72.4.

The Company may indemnify an Office Holder retroactively with respect to the matters as detailed in Article 72, subject to any applicable law.

The Company may exempt an Office Holder in advance for all or any of his liability for damage in consequence of a breach of the duty of care vis-a-vis the Company, to the fullest extent permitted under the Statutes. However, the Company may not exempt a director in advance from his liability toward the Company due to the breach of his duty of care in the event of a Distribution, as defined in the Statutes.

The above provisions with regard to insurance, exemption and indemnity are not and shall not limit the Company in any way with regard to its entering into an insurance contract and/or with regard to the grant of indemnity and/or exemption in connection with a person who is not an Office Holder of the Company, including employees, contractors or consultants of the Company, all subject to any applicable law.

Articles 70 through 75 shall apply mutatis mutandis in respect of the grant of insurance, exemption and/or indemnification for persons serving on behalf of the Company as Office Holders in companies controlled by the Company, or in which the Company has an interest.

An undertaking to insure, exempt and indemnify an Office Holder in the Company as set forth above shall remain in full force and effect even following the termination of such Office Holder's service with the Company.

Subject to the Statutes, the Annual Meeting shall appoint Auditors for a period ending at the next Annual Meeting, or for a longer period, but no longer than until the third Annual Meeting after the meeting at which the Auditor has been appointed. The same Auditors may be re-appointed.

So long as the Company is a public company, the Board shall appoint an Internal Auditor pursuant to the recommendation of the Audit Committee.

The organizational superior of the Internal Auditor shall be the Chairman. The Internal Auditor shall submit a proposed annual or periodic work plan to the Audit Committee, which will approve such plan with changes as it deems fit, at its discretion.

Notwithstanding the provisions of section 327(a) of the Companies Law, the majority required for the approval of a merger by the general meeting or by a class meeting shall be an ordinary majority of the votes of the shareholders entitled to vote and voting themselves.

Signatory rights on behalf of the Company shall be determined from time to time by the Board.

The Board may decide on a Distribution, subject to the provisions set forth under the Law and these Articles.

The Board will determine the method of payment of any Distribution. The receipt of the person whose name appears on the record date on the Register as the owner of any share, or in the case of joint holders, of any one of such joint holders, shall serve as confirmation with respect to all the payments made in connection with that share and in respect of which the receipt was received. All dividends unclaimed after having been declared may be invested or otherwise used by the Directors for the benefit of the Company until claimed, provided however that the Company shall not be required to accept any claim made following the 7 ^th anniversary of the declaration date, or an earlier date as may be determined by the Board. No unpaid dividend shall bear interest or accrue linkage differentials.

For the purpose of implementing any resolution concerning any Distribution, the Board may settle, as it deems fit, any difficulty that may arise with respect to the Distribution, including determining the value for the purpose of the said Distribution of certain assets, and deciding that payments in cash shall be made to the Shareholders based on the value so determined, and determining provisions with respect to fractions of shares or with respect to the non-payment of small sums.

The Company shall be entitled to issue redeemable securities which are, or at the option of the Company may be, redeemed on such terms and in such manner as shall be determined by the Board. Redeemable securities shall not constitute part of the Company's capital, except as provided in the Law.

The Company may make donations of reasonable amounts of money for purposes which the Board deems to be worthy causes, even if the donations are not made in relation to business considerations for increasing the Company's profits.

Subject to the Statutes, notice or any other document which the Company shall deliver and which it is entitled or required to give pursuant to the provisions of these Articles and/or the Statutes shall be delivered by the Company to any person, in any one of the following manners as the Company may choose: in person, by mail, transmission by fax or by electronic form.

Any notice to be given to the Shareholders shall be given, with respect to joint shareholders, to the person whose name appears first in the Register as the holder of the said share, and any notice so given shall be sufficient notice for all holders of the said share.

Any notice or other document served upon or sent to any Shareholder in accordance with these Articles shall, notwithstanding that he be then deceased or bankrupt, and whether the Company received notice of his death or bankruptcy or not, be deemed to be duly served or sent in respect of any shares held by him (either alone or jointly with others) until some other person is registered in his stead as the holder or joint holder of such shares, and such service or sending shall be a sufficient service or sending on or to his heirs, executors, administrators or assigns and all other persons (if any) interested in such share.

The accidental omission to give notice to any Shareholder or the non-receipt of any such notice shall not cancel or annul any action made in reliance on the notice.