In these Articles, unless the wording requires another construction, the following words shall have the meanings appearing alongside them:

Subject to the provisions of Article 1 above, and except inasmuch as the wording requires a different interpretation, terms which have been defined in the Companies Law or the Companies Ordinance, as the case may be, shall bear the same meaning in these Articles as they are given in those statutes; words expressed in the singular form shall include the plural form, and vice versa and words expressed in the masculine form shall include the feminine or be gender neutral as the context requires.

Any Article herein which determines an arrangement that differs, in part or in whole, from a provision in the Companies Law or the Companies Ordinance, as the case may be, that may be qualified, changed or supplemented, either in whole or with regard to certain issues or with certain restrictions, under any law, shall be deemed to qualify said provision in the Companies Law or the Companies Ordinance, as the case may be, to the maximum extent permitted by law, even if the qualification itself was not noted in said Article, and even if the Article explicitly determines that its validity shall be "subject to the provisions of any law".

In the event of a contradiction between any Article and a provision of law which may not be qualified, changed or supplemented, said provision of law shall prevail, without, however, impairing the force of these Articles or of any other Articles herein.

The Company is a public company.

The Company may contribute reasonable sums to a purpose or to a worthy type of purposes even if such contributions are not made due to business considerations.  The Board of Directors, or whomever the Board of Directors has so empowered, shall be authorized to determine the amounts of the contributions, the purpose or type of purposes for which they are made, and the identity of the recipient of the contribution.

The registered share capital of the Company is NIS 5,000,000 (five million) divided into 115,000,000 (one hundred and fifteen million) Ordinary Shares and 10,000,000 (ten million ) Series A Preferred Shares (the Ordinary Shares and the Series A Preferred Shares may, unless the context otherwise requires, be collectively referred to as the "shares") . Upon adoption of these Articles with the requisite majority in accordance with Section 24(1) of the Companies Law, this Article 7 will be regarded as having changed the provisions of the Company's Memorandum of Incorporation with regard to the Company's share capital.

The liability of the shareholders of the Company for the debts, charges and obligations of the Company is limited to payment to the Company of the par value of their shares in the Company which payment may be made in cash, waiver or conversion of indebtedness owed to such Shareholder or otherwise.

Except as explicitly provided for in these Articles, including, without limitation, the rights, preferences and privileges of the Series A Preferred Shares, the Holders and Hale set forth in these Articles, which, in the event of contradiction or discrepancy with any other provision in these Articles, shall govern in all respects to the maximum extent permitted by applicable law, all shares shall have equal rights with respect to the other shares, and each share shall grant its owner, inter alia :

a right to be invited to and to participate in all general meetings of the Company, both annual and extraordinary, and a right to votes in accordance with Article 70 for each share owned by such shareholder, in each case at every general meeting of the Company in which such shareholder participates; provided, that the share is owned by the shareholder on the record date set forth in the notice convening the relevant general meeting;

subject to any dividend or distribution preferences included in these Articles, and any restrictions on the payment thereof, including, for the avoidance of doubt, the provisions of Articles 161,  165, and 167 -  a right to receive dividends (if and to the extent they are distributed), a right to receive bonus shares (if and to the extent they are issued), in proportion to the par value of the shares, and according to the number of shares which he held at the date of the decision to distribute the dividend or to issue the bonus shares or upon distribution (as the case may be) or at such later date as may be determined in said decision and the Company may (a) decide that an issuance of bonus shares will be either to all shareholders or to shareholders of a given class or classes and/or (b) decide that the bonus shares will be of the same class of shares to all shareholders receiving them or that shareholders of a given class or classes of shares will receive bonus shares of that class or classes.

subject to any dividend or distribution preferences included in these Articles, and any restrictions on the payment thereof, including, for the avoidance of doubt, the provisions of Articles 161,  165, and 167  - a right to participate in a distribution (as defined in the Companies Law) which is not the distribution of a dividend or of bonus shares, in proportion to the par value of the shares owned at the time of the decision to make a distribution or at such later date as determined in said decision, or in such other manner as shall be determined by the Board of Directors at its absolute discretion; and

subject to any liquidation preferences included in these Articles, and any restrictions on agreeing to or effecting a Liquidation Event, including, for the avoidance of doubt, the provisions of Articles 167 and 168, a right to participate in the distribution of surplus assets of the Company upon a Liquidation Event.

So long as the shares of the Company are listed for trading on an Exchange and the rules of such Exchange require that the authorization and issuance of any class or series of Equity Interests, issued by the Company requires approval of such Exchange, then the Company shall authorize and issue any such class or series of Equity Interests pursuant to the rules of such Exchange, or pursuant to an exemption therefrom and as permitted by applicable law or the rules of such Exchange. Issuance of the Initial Series A Preferred Shares, the Elected Bonus Shares and the Ordinary Shares issuable upon conversion thereof has already been approved by the rules of the applicable Exchange.

Subject to the provisions of any applicable law and these Articles, including, for the avoidance of doubt, the provisions of Article 167, and in accordance with the procedures required by law, the Company may issue Equity Interests, both those included in its original capital and those deriving from an increase in capital, with rights of a preferred rank or with rights of a lesser rank, or to issue Equity Interests with other restricted rights or with other preferred rights in respect of distribution of dividends, voting rights, discharge of capital, distribution (which is not a distribution of a dividend) or in respect of other matters, as the Company may determine from time to time.

Except as provided in Article 167, if at any time the share capital is divided into different classes of shares, the general meeting may, unless the terms of the issuance of said class of shares provide otherwise, change, convert, expand, add to or alter in another manner the rights, surplus rights, advantages, restrictions and provisions related thereto (or not related at that time to one of the classes), if it receives the consent of the holders of the majority of such classes of shares the rights of which are impaired, which consent shall be given at a meeting of the holders of shares of said class.

Subject to Article 167, the special rights granted to shareholders or to a class of shares that have been issued, including shares issued with preferred rights or other special rights, shall not be deemed to have been changed or harmed by the creation or issue of additional Equity Interests of an equal rank or by the cancellation of registered share capital of the same class which was not allotted, unless the terms of the rights attached to such shares determines otherwise.

The consolidation or splitting of the share capital of the Company shall not be deemed a change in the rights of the shares being consolidated or split.

The provisions in these Articles regarding general meetings shall apply, mutatis mutandis , to every meeting of shareholders of any class of shares, as the case may be.

Subject to the provisions in these Articles to the contrary in this regard, including for the avoidance of doubt, the provisions of Article 167, and to the rules of the Exchange, to the extent they exist, all of the shares of the Company which are yet to be issued shall at all times be under the supervision of the Board of Directors, which may issue them to or otherwise deal with them in any way at its sole discretion, for cash or non-cash consideration, upon such terms and qualifications, whether above their par value or (subject to the provisions of the Companies Law) at a deduction from their par value, at such times which the Board of Directors deems fit.  Except as otherwise provided in these Articles, including with respect to the Elected Bonus Shares, the Board of Directors shall have full power to submit a call for any shares mentioned above, at their par value, at less or at more than their par value, at times, during a period and for consideration which the Board of Directors shall deem fit, and to provide every person a right to demand allotment of any shares at times, during a period and for consideration which the Board of Directors shall determine at its own absolute discretion.

Except as otherwise provided herein, the Board of Directors may, at its absolute discretion, treat shareholders differently from one another with regard to the amounts demanded for payment and payment times and other terms, to the extent permitted or required by these Articles with respect to the Series A Preferred Shares, by the law and by the rules of the Exchange.

The Board of Directors of the Company may, in respect of every allotment of Equity Interests in the Company, pay agents' fees, underwriters' fees or commissions in a manner that shall be determined and subject to the provisions of any law.

Unless determined otherwise in any law or in these Articles, the Company shall be entitled to treat the registered owner of a share, including a shareholder who holds a share as a trustee, as its absolute owner, and as such shall not be obligated to recognize any claim by any other person whatsoever based on a right in equity or on other grounds in respect of such share, or in respect of a benefit therein for any other person, unless an order is issued by the competent court.

Notwithstanding the provisions of Article 17 above, any person who is deemed to be a shareholder according to the Companies Law or another applicable law shall be deemed a shareholder in the Company.

Subject to any other provision of applicable law or these Articles including the provisions of Article 161, 167 and 168, the Board of Directors may determine from time to time procedures with regard to determining the identity of shareholders, and with regard to the manner in which any right, benefit, asset or amount shall be transferred or distributed to them, including in respect of distribution of dividends or bonus shares, purchase of Equity Interests or granting any other right, asset or other benefit to the shareholders of the Company, in their capacity as such.  Moneys, bonus shares, rights or assets of any type whatsoever which have been transferred to a shareholder (including to his agent, attorney or whomever the shareholder directs) whose identity has been verified according to the procedures as aforesaid, shall be deemed a full discharge and release of a debt of the Company to any person who claims a right to such payment, transfer, distribution or grant of right, as the case may be.

Subject to the provisions of Article 167 the Company may, from time to time, increase its share capital by creating new Equity Interests, whether or not all of the shares which it has decided to issue have been issued up to that date or not, and whether or not all of the shares that have been issued up until that time have been fully paid, and the increase shall be in such amount, divided into securities having such par value, issued on such terms and qualifications and with such rights and supplemental rights as the resolution on creation of such Equity Interests shall direct, and in the event that directions are not given in the resolution - as the Board of Directors shall direct; in particular, such Equity Interests may be issued with preferred rights or qualified rights (including without rights) to dividends, voting rights, discharge of capital or other such matters.

Except as stated otherwise in a resolution approving the increase in share capital, and to the extent such new Equity Interests are not shares, also the amendment of these Articles, the new Equity Interests, to the extent that after such amendment such Equity Interests will constitute part of the share capital of the Company shall be subject to all provisions of these Articles, as amended to authorize the creation thereof.

Subject to the provisions of Article 167, the Company may, from time to time, cancel registered share capital which has not yet been issued, provided that there is no undertaking of the Company, including a conditional undertaking, to issue the shares, including for the avoidance of doubt with respect to the Elected Bonus Shares.

Any of the above acts, mentioned in Articles 20 to 22, shall be deemed a change of these Articles as well as amendment to the Memorandum of Incorporation of the Company, and shall require an affirmative vote of Shareholders holding the majority of the shares participating at the Shareholders meeting, excluding abstentions. Upon adoption of these Articles with the requisite majority in accordance with Sections 24(1), 24(4) and 24(5) of the Companies Law, this Article 23 will be regarded as having changed the provisions of its Memorandum of Incorporation with regard to the Company's share capital.  Nothing contained herein shall derogate from the provisions of Article 167 with respect to the requisite majority required for any subsequent amendment, change, modification or abrogation of these Articles.

Without derogating from the provisions of Chapter K of these Articles, a share certificate shall be issued with the Company's seal together with the signatures of two Directors, or together with the signature of one Director and the Company Secretary (if any Person hold that position) or together with the signature of one Director and of one of the Company's signatories or together with signatures according to the decision of the Board of Directors.

Every shareholder whose name appears in the Register and, if required by law, the Substantial Register shall be entitled to receive one share certificate for the shares registered in his name, or, if the Board of Directors so approves (after he shall have paid the amount determined by the Board of Directors from time to time), several share certificates, each for one or more such shares; every share certificate shall indicate the name of the shareholder , the number of shares for which it was issued, and other details as determined by the Board of Directors.

A share certificate registered in the names of two or more persons shall be delivered to whomever all of the registered owners of the shares covered by such certificate shall direct, and absent such consent, to the person whose name appears first in the Register among the names of the joint owners.

If a share certificate registered in the name of a person is lost or defaced, the Board of Directors may issue a new certificate in its place, provided that the original certificate has been submitted to it and destroyed by it, or it is proved to the Board's satisfaction that the certificate has been lost or destroyed, and the Board has received guarantees to its satisfaction for any possible damages, all for consideration, if required.

Shares shall be deemed fully paid up if the entire par value and the premium thereon have been paid, according to the terms of issue of the Share.

The Board of Directors may, from time to time at its discretion, submit calls for any moneys not yet paid for shares which have been issued and which, according to the terms of their issue, are not to be paid up at predetermined times.  Every shareholder shall pay to the Company the amount of the call submitted to him, at the time and place determined by the Board of Directors.  A call may be divided into several payments.  A call shall be deemed made if a resolution approving it has been made by the Board of Directors. For the avoidance of doubt, no calls may be made with respect to the Initial Series A Preferred Shares or the Elected Bonus Shares which, when issued,  shall be deemed to be fully paid for and non-assessable.

In respect of every call, a prior notice of fourteen days shall be sent, indicating the amount of payment, the place of payment and the person to whom payment should be made, on the condition that before the payment date of such a call the Board of Directors may, by written notice to the shareholder, cancel or extend the payment date of the call.

Joint owners of a share shall be responsible jointly and severally for payment of all calls in respect of such a share.

If, under the terms of issue of each share or otherwise, any amount must be paid at a set time or in payments at set times, whether the payment is on account of the par value or as a premium, any such amount or rate shall be discharged as if it were a call duly submitted by the Board of Directors for which notice was duly given, and all of the provisions in these Articles in respect of calls shall apply to any such amount or rate of payment.

If the amount of the call is not discharged on the date of payment or prior thereto, the person who at that time is the owner of the share for which the call was submitted or for which payment is owing, shall pay interest on said amount at a rate determined by the Board of Directors from time to time, from the date determined for its payment until the date of actual payment; however, the Board of Directors may waive payment of the interest, in part or in whole.

If the Board of Directors deems fit, it may receive moneys from a shareholder who wishes to make early payment for amounts that have not yet been called, or for which the payment date has not yet arrived, and which have not yet been discharged in respect of his shares, or part hereof; and unless agreed otherwise with the shareholder, the Company may pay interest on the moneys advanced in said manner, or on part thereof, until the date on which the moneys were to have been paid had they not been paid in advance, at a rate agreed upon between the Board of Directors and the shareholder, and the Board of Directors may at any time, so long as the payment date has not yet arrived, return the amount advanced as aforesaid to said shareholder.

This chapter shall apply, mutatis mutandis , to any right to purchase or sell shares in the Company, subject to the terms of issue of said right.

If a shareholder has not paid any call or payment on or before the date set for payment thereof, the Board of Directors may, at any time thereafter, so long as the call or payment are not discharged, send a notice to said shareholder and to demand that he pay them with interest accrued and all expenses that the Company incurred in connection with such failure to discharge.

The notice shall set a date (which shall be at least ten Business Days after the date of the notice) and a place or places where said call or payment shall be paid, with interest and expenses as aforesaid.  The notice shall also indicate that in the event of non-payment on the date set therefor or prior thereto and at the place indicated in said notice, the shares for which the call was made or in respect of which said payment date has passed may be forfeited.

If the demands included in said notice are not met, then at any time thereafter, prior to payment of said call or payment, the interest and the expenses owing on account of such shares, the Board of Directors may by decision forfeit the shares in respect of which notice was given as aforesaid.  Such forfeiture shall include all dividends announced in respect of the forfeited shares which have not actually been paid prior to the forfeiture.

Every share so forfeited shall be deemed the property of the Company and shall become a dormant share, and the Board of Directors shall be entitled, in accordance with the provisions of these Articles and subject to the provisions of any law, sell, reissue or transfer them in another manner as it deems fit.

The Board of Directors may, at any time prior to sale, reissue or other transfer of every share so forfeited, to cancel the forfeiture in a manner and under terms that it shall determine at its absolute discretion, in which event said share shall cease to be a dormant share.

Every shareholder whose shares have been forfeited shall cease to enjoy any right in connection with the forfeited shares, but in spite of this he must pay immediately to the Company all of the calls, installments, payments, interest and expenses owing on account of these shares or for them on the date on which forfeiture is executed, as well as interest on those amounts from the date of forfeiture until the date of execution of all payments (including interest and expenses as aforesaid), at a rate that shall be determined by the Board of Directors; provided, that in any case in which the shares forfeited are resold, the debt of the shareholder whose shares were forfeited shall be reduced to the net amount (after deduction of any taxes and the Company's expenses incurred in selling the forfeited shares) received in fact from their resale.

The provisions of these Articles regarding forfeiture of shares shall apply also to cases of non-payment of a fixed amount the payment date of which is predetermined, according to the terms of issue of the share or according to the terms of allotment of the share, whether on account of the par value or as a premium, as if this amount to be paid were a call which was sent and notice of it given lawfully.

The Company shall have the first and fundamental right to place a Lien on any shares registered in the name of any shareholder, except fully paid shares, and on any revenue from the sale thereof, for discharging the debts and obligations of said shareholder to the Company, whether alone or jointly with any other person, for shares which the Company issued to him, whether or not the date of discharge of these debts or the date of performance of these obligations has arrived, and no equity rights in respect of said shares shall be created.  Said Lien shall apply to all dividends announced from time to time in respect of those shares.

To realize said Lien, the Board of Directors may sell the shares subject to such Lien in a manner which it deems fit, at its discretion; however, no share shall be sold unless the shareholders or executors of their estates receive written notice stating that the Company intends to sell said shares, and the shareholder or executors of his estate, as the case may be, have not paid the above debts or have not fulfilled the above obligations within ten days from the date of sending said notice.

The net revenue (after deduction of any taxes and the Company's expenses incurred in selling the shares) from any such sale shall serve to discharge said debts to perform said obligations of the shareholder, including the debts and obligations the time for discharge or performance of which has not yet transpired, and the surplus, if any, shall be paid to the shareholder or to the executors of his estate.

In the event of a sale after forfeiture or a sale to realize a Lien under these Articles, the Board of Directors may appoint a person to sign a deed of transfer of the shares sold, and to direct that the buyer be registered in the Register and if required by applicable law, the Substantial Register as the holder of the shares sold, and the buyer shall bear no duty to verify that these actions are done properly, nor shall it be his concern for which purposes the moneys from the sale were expended; after his name is registered in the Register in respect of these shares, the validity of the sale shall be unassailable, and the only remedy of any person harmed by the sale shall be in filing a claim for damages from the Company alone.

Transfer of share in the Company shall be  done against delivery of a share transfer deed in the wording specified in Article 49 below, which includes all particulars, and the signatures of the transferor, the transferee and, except as provided in Article 49, witnesses to their signatures.

Once a transfer of shares is effected in accordance with Article 47above, the transferor shall be deemed to remain the holder of the share until the name of the recipient of the share is registered in the Register in respect of the transferred share.

The following provisions shall apply to a share transfer under Article 47 above:

Any document (including the certificate for the transferred share) required by the Board of Directors in connection with the transfer should be submitted together with the share transfer deed.  If the share transfer is approved, all said documents shall remain in the possession of the Company.  If the share transfer is not approved, said documents shall be returned to the person who submitted them, if he so requests.

The Board of Directors may:

Refuse to register the transfer of a share that as of immediately prior to such transfer has not been fully paid.

Not recognize a share transfer deed until the certificate of the transferred share and other particulars necessary to prove the right of the transferor to transfer the share are attached thereto.  Transfer deeds which are registered shall remain in the possession of the Company, but any transfer deed that the Board of Directors refuses to register shall be returned to its sender at his demand.

Should the Board of Directors refuse to approve a transfer of shares, it shall notify the transferor to that effect no later than seven (7) days after the date on which the share transfer deed and the share certificate were received by the Company.

Notwithstanding the provisions of Article 49 above:

A court order to amend the Register and, if applicable, the Substantial Register is sent to the Company;

The conditions under law for endorsement of the right are proved to the Company.

The Company may destroy share transfer deeds after six years have passed from registration of the transfer, and cancelled share certificates after three years of their cancellation; it shall be presumed prima facie that all the transfer deeds and certificates that were destroyed were fully valid, and that the transfers, cancellations and the registrations effected by virtue thereof were lawful.

An annual meeting shall be convened at least once every calendar year, and no later than fifteen months after the preceding annual meeting, to deliberate on the financial reports, appointment of directors, appointment of an auditing accountant, and any other matter which the Board of Directors places on the agenda of the annual meeting, at a time and place that the Board of Directors shall determine.

Except if explicitly determined otherwise by a competent court, the provisions of these Articles shall apply, mutatis mutandis , to the notice and conduct of a general meeting convened at the order of the competent court, of a general meeting duly convened other than by the Board of Directors, and of the voting at these meetings.

Subject to the provisions of the Companies Law, every general meeting shall be convened at a place where the Board of Directors directs, or, if the Board of Directors did not determine the place of the meeting, at a place directed by the Chairman of the Board of Directors.  If the place of the meeting is not set by the Board of Directors or by the Chairman of the Board, the meeting shall be convened at the Office.

The Board of Directors shall convene an extraordinary meeting by its decision or otherwise as provided for by the Companies Law.

The agenda of the general meeting shall be set by the Board of Directors and also shall include those issues for which the convening of an extraordinary meeting was demanded as mentioned in Article 55 above.

A notice regarding a general meeting shall be sent in accordance with the dates required according to the applicable law.

The notice shall state the time and place of the meeting, the agenda, the decisions proposed and arrangements for voting by proxy card, if the issues on the agenda of the meeting include those on which the shareholders may vote by proxy under law or these Articles.

When the Company has grounds to assume that an address provided to it by a shareholder is no longer his address, said shareholder shall be deemed not to have provided the Company with his address in each of the following instances:

When the Company has sent him a letter by registered mail to said address, in which he is asked to confirm that said address is still his address, or to notify the Company of a new address, and the Company receives no answer within 30 days from the date on which the Company posts the aforesaid letter at the post office.

When the Company has sent him at said address a letter by registered mail and the postal authority (including any postal service outside Israel), upon returning the letter or without doing so, notifies the Company that the letter was not delivered to him at said address because he is not known at that address or for any other similar reason.

Subject to any law and the provisions of these Articles:

The Company may send any notice or document to a Shareholder by delivering them to him personally or by sending them by post to the address which he provided to the Company.  If the notice has been sent by post, it shall be deemed duly sent if the letter containing the notice bears the address which the Shareholder provided to the Company, and it is given to the postal service duly stamped; unless the contrary is proved, it shall be deemed delivered within 72 hours from its posting by the Company with the postal service when the address is in the USA, and within six days of its posting by the Company with the postal service when the address is outside USA.

The Company may send any notice or document to a Shareholder by giving it to him in any other manner in writing, provided that doing so is not prohibited by law or rule of the Exchange.

A written confirmation signed by a director or the secretary or the stock transfer agent representative regarding sending a written notice or giving notice in any of the manners specified in Articles 63.1 and 63.2 above, shall be deemed conclusive evidence regarding every particular included therein.

A notice regarding a general meeting shall be sent in one of the above ways to every person who has the right to a share upon the death or bankruptcy or winding up of a shareholder, and who would have been entitled to receive notice of an annual meeting had such circumstances not occurred.

Every shareholder may waive his right to receive notice or his right to receive notice at a particular time, and may agree that the general meeting shall be convened and shall take decisions even without his having received notice thereof or without having received notice thereof within a particular time period, subject to the provisions of any law which forbid such waiver or consent.

The Company may give notice to the joint owners of a share by notice to the joint owner whose name is listed first in the Register with regard of said share.

Every document or notice sent by the Company according to the provisions of these Articles shall be deemed duly sent despite the death, bankruptcy or winding up of said shareholder (whether or not the Company knew thereof), so long as someone else is not registered in lieu of the shareholder in the Register, and delivery or sending as aforesaid shall be deemed adequate in all respects with regard to any person who claims a right in said shares.

No deliberation at a general meeting may be commenced unless a legal quorum is present at the time it is commenced.  Except in cases in respect of which these Articles determine otherwise, or according to any law or the order of a competent court, a legal quorum shall be deemed to be the attendance of at least two shareholders, themselves or by their representatives or by proxy card, who hold in the aggregate at least thirty three percent and one third (33 ⅓%) of the voting power in the Company.

If, after one-half hour has passed from the time set for the general meeting, there is not a legal quorum present, the meeting shall be automatically postponed to the same day one week hence, at the same time and place as set for the original meeting (with no need for any notice to the shareholders), or to a later date if said date is indicated in the prior notice of the general meeting or if the Company has sent to the shareholders a prior notice of no less than 72 hours before the date set for the postponed meeting.

To the extent permitted by applicable law and the applicable rules of the Exchange, at a postponed meeting, a legal quorum shall be deemed to be the attendance of at least two shareholders, themselves or by their representatives or by proxy card.

The Chair of the Board of Directors shall serve as chair of every general meeting of the Company.  If there is no Chair of the Board of Directors, or the Board did not determine that another individual shall chair the meeting as aforesaid, or if the intended chair was not in attendance 15 minutes from the time set for the meeting, or if he refuses to chair the meeting, the shareholders present at the meeting shall elect, by themselves or through their representatives one of the Directors to act as chairman, and if only one Director is present, he shall act as chairman. If no Directors are present or if they all refuse to chair the meeting, the shareholders shall elect a shareholder or a representative present at the meeting as chair of the meeting.

The chair of the meeting may, with the consent of a meeting in which legal quorum is present, postpone the meeting from time to time and from place to place, and he must postpone it as aforesaid if the meeting directs him to do so in each case by the holders of the majority of the Shares (treating the Series A Preferred Shares on an as converted basis) present in the meeting.  At a postponed meeting as aforesaid only those matters shall be discussed which were on the agenda of the original meeting and the discussion of which was not concluded or was not commenced.  No notice need be given regarding the postponement and the matters on the agenda of the postponed meeting.

Without derogating from the provisions of Article 167, a decision at the general meeting shall be taken by a poll of shareholders who are in attendance (treating the Series A Preferred Shares on an as converted basis) and who take part in the voting, by themselves, by an agent or by proxy card.

Unless otherwise prescribed in these Articles, including for the avoidance of doubt, the provisions of Article 167, or under applicable law, all decisions of the general meeting require a simple majority of the total number of votes at the meeting, excluding abstentions and any amendment of these Articles and/or the Company's Memorandum of Incorporation, shall also require a simple majority of the total number of votes in the meeting, excluding abstentions, and all other rules shall apply mutatis mutandis with regard to such vote. Upon adoption of these Articles with the requisite majority in accordance with Sections 24(1), 24(4) and 24(5) of the Companies Law, this Article 69 will be regarded as having included in these  Articles and in the Company's Memorandum of Incorporation a provision with regard to the majority required to amend these Articles and the Company's Memorandum of Incorporation.  Nothing contained herein shall derogate from the provisions of Article 167 with respect to the requisite majority required for any subsequent amendment, change, modification or abrogation of these Articles.

Every holder of Ordinary Shares present, either himself or by a representative, has the right to one vote for each Ordinary Share which he owns and which grants him voting rights, regardless of its par value.  In addition to the rights provided by law and otherwise provided in these Articles or the Purchase Agreement, the Holders shall be entitled to vote on all matters as to which holders of Ordinary Shares shall be entitled to vote, in the same manner and with the same effect as such holders of Ordinary Shares, voting together with the holders of Ordinary Shares as one class (including without limitation with respect to any matter relating to a Fundamental Change, any amendment of these Articles, any increase or decrease in the number of authorized Ordinary Shares of the Company or any other matter subject to the vote or consent of the holders of Ordinary Shares), and, except as specifically required by applicable law, in no event shall the holders of the Ordinary Shares vote as a separate class from the Series A Preferred Shares on any matter.  With respect to the voting rights of the Holders pursuant to the preceding sentence, each Holder shall be entitled to one vote for each Ordinary Share issuable to such Holder upon the conversion of all the Series A Preferred Shares held by such Holder on the record date for the determination of shareholders entitled to vote (subject to adjustment from time to time for share splits, bonus shares, share combinations and similar events, as applicable, with respect to the Ordinary Shares), and assuming, for such purposes, that any accrued dividends payable to such Holder upon the conversion of such Series A Preferred Shares will be paid in cash.

An announcement by the chair that a decision was taken unanimously or by a particular majority or was rejected shall constitute prima facie evidence of its contents.  An announcement as aforesaid and a note recorded to this effect in the minutes of the Company shall constitute testimony to their contents, and there shall be no need to prove the number or proportion of votes in favor of or against the decision.

Any shareholder that is not a natural individual may authorize, by a decision of its directors or of another managing body, an officer of such shareholder as its representative at any meeting of the Company.  A person so authorized may use, on behalf of the authorizing Person, the same powers that the authorizing Person itself would have been able to use were it a flesh and blood shareholder in the Company.

A shareholder who is a minor, and any shareholder whom a competent court has declared incompetent may vote only through his guardian, and any guardian as aforesaid may vote by means of a representative.

In the case of joint shareholders, the view of the head of the joint shareholders, given by himself, his representative, his agent or by proxy card shall be controlling, and the views of the other joint owners shall not be considered.  For the purposes of this Article, the head of the joint owners shall be the shareholder whose name appears first in the Register in respect of the relevant share.

A shareholder may appoint an agent to vote in his place.  Such an agent is not required to be a shareholder in the Company himself. Appointment of an agent shall be in writing, signed by the appointing shareholder or his representative authorized to this end, and if the appointing shareholder is a not a natural individual, then by the individual or individuals authorized to bind such Person by their signature.

The document appointing a voting agent (the "Writ of Appointment") and a power-of-attorney (if such exists) by virtue of which the Writ of Appointment was signed, or a copy thereof confirmed to the satisfaction of the Board of Directors, shall be deposited at the Office or at the intended location of the general meeting at least 48 hours prior to the time set for the beginning of the meeting at which the Person mentioned in the document is to vote, or shall be delivered by hand to the chair of the meeting at the beginning of the meeting; however, the chair of the meeting may waive this requirement regarding a particular meeting.

A shareholder who holds more than one share may appoint more than one agent, subject to the following provisions:

The Writ of Appointment shall indicate the class and the number and class of the shares for which it is given;

If the total number of shares of a particular class stated in the Writ of Appointment given by a single shareholder exceeds the total number of shares of that class which he holds, all deeds of appointment given by that shareholder shall be invalid;

If only one agent is appointed by a shareholder and the Writ of Appointment does not indicate the number and class of shares for which it is given, the Writ of Appointment shall be deemed to have been given for all shares held by the shareholder executing such Writ of Appointment as of the determining date for entitlement to participate in and vote at the meeting (if the Writ of Appointment is given for a particular meeting) or for all shares held by such shareholder on the day of deposit of the Writ of Appointment with the Company, or on the date it is delivered to the chair of the meeting, as the case may be.  To the extent that the Writ of Appointment is given for a number of shares fewer than the number of shares held by the shareholder, the shareholder will be deemed to have abstained from voting his remaining shares, and the Writ of Appointment shall be valid for the number of shares indicated therein.

Every Writ of Appointment of an agent, whether for a specifically noted meeting or otherwise, shall be in the following form, as far as the circumstances permit:

A vote in accordance with the instructions in a document appointing an agent shall be valid despite the death of the appointing shareholder or the annulment of the power of attorney or transfer of the share for which he voted as aforesaid, unless written notice of said death, cancellation or transfer is received by the Company or the chair of the meeting, prior to the time of the vote.

Subject to the provisions of the Companies Law and regulations established thereunder, a shareholder may vote his shares in any matter raised on the agenda of a shareholders meeting through a proxy card, in a form determined by the Board of Directors and attached to the notice provided to shareholders with regard to any meeting.

Subject to the provisions of the Companies Law and regulations established thereunder, from time to time, the Board of Directors may from time to time and at its absolute discretion:

Determine, update and change procedures as determined in Article 80 above, on any matter related to voting of shareholders by proxy cards or to sending of position notices to shareholders in the Company, including in respect of any matter specified in this regard in the Companies Law and including with respect to the format of such proxy cards or position notices.

Determine, update and change matters on which decisions at the general meeting may be taken by way of proxy cards as in Article 80 herein above, and to change said matters determined by it.

Establish, update and change procedures in respect of voting by means of proxy cards at some or all class meetings, and in respect of sending position notices to shareholders of any particular classes.

So long as the general meeting does not determine otherwise, the number of members of the Board of Directors shall be not less than five (5) but not more than eleven (11) to be determined according to the following Articles.

Notwithstanding Article 82, during the Rights Period, (i) the Board shall consist of up to five (5) directors, (ii) Hale shall be entitled, by written notice to the Company, to designate and appoint one (1) member of the Board (the "Series A Designee") and (iii) the Series A Designee shall be appointed to, and shall have the right to serve on, the Compensation Committee of the Board.  During the Rights Period, any vacancy in the position of the Series A Designee may be filled only by Hale.  During the Rights Period, any Series A Designee may, during his or her term of office, be removed at any time, with or without cause, by and only by written notice of Hale; provided, however, that the Series A Designee may be removed without the consent of Hale but only in accordance with Article 228 of the Companies Law (and subject to Article 230(b) of the Companies Law).  In such case, the replacement Series A Designee shall be appointed by Hale. The Series A Designee must meet the standards required by the Companies Law (as modified by the Companies Regulations (Relief for Companies with Shares Registered for Trading Outside of Israel), 5760-2000 to qualify as a director; he or she also must meet the requirements of the law in the United States that applies to corporations that incorporated there with regard to the appointment of independent directors. Hale shall be entitled to appoint the Additional Series A Directors in accordance with Article 166.7.

Except as provided in Articles 83 and 166.7 or required by law, the Directors of the Company, shall be elected by the general meeting, either at an annual or an extraordinary meeting.

Except as provided in Articles 83 and 166.7, the general meeting may remove a director, including a director appointed by the Board according to Article 90 below, with or without cause before the end of his term at any general meeting (whether an annual or extraordinary meeting), provided that the Director is given a reasonable opportunity to present his position to the general meeting.

So long as the Company is required under law to appoint external directors, the general meeting of the Company, both at an annual meeting and at an extraordinary meeting, may appoint external directors, in a number and manner and under terms stipulated by law.

Except for external directors (if required) and except as provided in Articles 83 and 166.7, the tenure of a director appointed by the general meeting shall begin on the date determined by the general meeting and shall end:  (i) on the date of the subsequent annual general meeting; or (ii) on another date as determined by the general meeting; provided however, that in the event that the general meeting does not elect at least the minimum number of directors under these Articles, then the outgoing Board of Directors shall continue its tenure until the general meetings elects at least such minimum number of directors.

Without derogating from the provisions of Articles 82 and 84 to 87 above, in addition to directors appointed by the general meeting, the Board of Directors of the Company is authorized to appoint additional directors at its discretion, provided that the number of directors after such appointment shall not exceed the maximal number stated in Article 82 or Article 83 above.  To eliminate any doubt, the Board  may, at any time, appoint additional directors as aforesaid even if, for any reason, the number of directors serving, at the time of such appointment(s) is less than the minimum prescribed under these Articles.

The tenure of a director appointed by the Board of Directors shall begin on the date determined by the Board of Directors and shall end on the date determined in the resolution regarding his appointment or on the date which the annual general meeting is convened, whichever is earlier.

Without derogating from the provisions of any law or from the authority of the general meeting as determined in these Articles, the Board of Directors shall be authorized to remove a director appointed by the Board from office for any reason.

Every replacement, appointment or reappointment of a director under Articles 88 to 90 above shall be done by majority vote of the directors present and voting at a meeting of the Board of Directors at which the issue was placed on the agenda.

Subject to the provisions of any law, a director who has ceased serving is competent to be reappointed.

Subject to the provisions of any law, the tenure of a director (including that of an Alternate Director ) shall expire automatically in any of the following instances:

On his death;

If he is declared incompetent;

If he is declared bankrupt;

If he resigns from office by written notice to the Company, to the Chairman of the Board of Directors or to the Board, whereupon his tenure shall expire on the date of delivery of such notice or at such later date as determined in the notice as the effective date of the resignation.

If his tenure ends under Articles 83, 87 or 89  above, or if he is dismissed under Articles 83, 85 or 90 above;

If a Director is convicted in a final judgment of an offense as a result of which a person may not serve as a director.

If no Director is appointed, or if no appointment of any Director enters into force, or if a Director position becomes vacant, the remaining Directors may act in any manner, so long as their number is no less than the minimum number of directors stipulated in Article 82 or Article 83 above.  Should the number of directors fall below said minimum, the Directors may not act except in urgent cases, or for the purpose of convening a general meeting or the appointment of additional Directors under Article 88 above.

A Director may at any time appoint a deputy ("Alternate Director"), who is qualified to be appointed as a Director in the Company (except if such Person is serving at the time as a Director, an alternate or other director,).  So long as an appointment of an Alternate Director is in force, he shall be entitled to participate in every meeting of the Board of Directors from which the appointing Director is absent, in the name and in place of the appointing Director, and may make use, subject to the provisions of the Writ of Appointment under which he was appointed and which was given to the Company, all powers held by the Director and shall act as his alternate (except for the power to appoint a deputy for himself).

An Alternate Director shall not serve as an alternate director of more than one Director.

The appointment of an Alternate Director shall be effected by a writ of appointment which he shall deliver to the Company, and shall enter into force after depositing the writ of appointment with the Company or on the date determined in the writ of appointment, whichever is later.

A Director who appoints an Alternate Director may annul the appointment at any time.  The position of the Alternate Director shall also become vacant whenever the Alternate Director notifies the Company in writing of his resignation from his tenure as an Alternate Director, or whenever the tenure of the director who appointed him as his deputy ends, in any manner, or whenever his tenure shall expire according to law or the provisions of these Articles.

Every appointment and nullification of an appointment of an Alternate Director shall be effected by written notice delivered to the Company.

A Director is entitled to receive remuneration, benefits and reimbursement for expenses from the Company to the extent permitted by the law, subject to the approvals required under law and according to the procedures detailed therein.

Subject to the provisions of any law, the Board of Directors shall elect, from time to time, one of the Directors to serve as Chairman of the Board, and may remove the Chairman and appoint another Chairman in his place.

The Chairman of the Board of Directors shall have all powers, rights and authorities given to him under these Articles or under law and subject to any restrictions and qualifications in these Articles or under law.  Without derogating from the generality of the aforesaid, the Chairman of the Board of Directors is entitled to any power or authority necessary to carry out his functions and to use his rights and authorities effectively, including the power to act in the name of and in place of the Company.

Without derogating from any of the aforesaid, and unless otherwise expressly provided, the chairman of the meeting of the Board of Directors, whether the Chairman of the Board of Directors or any other director chosen to serve as chairman of the meeting, shall not have an additional or casting vote.

The Board of Directors shall convene for meetings according to the needs of the Company, and no less than once every three months.  The Chairman of the Board of Directors may convene the Board at any time.

The Board of Directors shall be convened as follows:

According to the decision of the Chairman of the Board of Directors at any time;

At the request of two directors;

In any other case in which the Chairman of the Board of Directors bears a legal duty to convene the Board of Directors.

If the Chairman of the Board of Directors does not convene the Board within 10 Business Days of the date on which he was required to convene a meeting as detailed in Articles 105 (2) and (3) above, anyone authorized to demand such meeting may convene a Board meeting which shall address only the issues detailed in any demand.

The agenda of the meeting of the Board of Directors shall be set by the Chairman of the Board and shall include issues as determined by the law.

Subject to the provisions of any law, the Board of Directors may conduct meetings, hold votes and take decisions, among other things, by means of telecommunications (including by means of several types of telecommunications media, and including in a manner in which part of the directors are present in person at the place of the meeting and the remaining directors participate in the meeting are present by means of telecommunications media), as permitted by applicable law.

The legal quorum for opening a meeting of the Board of Directors shall be a majority of the number of directors then serving.

The Board of Directors may take a resolution without actually convening, provided that all of the directors entitled to participate in the discussion and to vote on the matter brought for decision have so agreed, and said resolution shall have the same force for any purpose as if it had been taken at a duly convened and conducted meeting of the Board, and may be taken by a simple majority.

The Chairman of the Board of Directors shall have minutes recorded of the decisions taken without convening the Board of Directors as aforesaid and shall sign them.

At all votes of the Board of Directors each Director shall have one vote.

Subject to Article 167, decisions of the Board shall be taken by an ordinary majority of the Directors who voted on the agenda item being decided.

Every act done by or according to a decision of the Board of Directors, or by or according to a committee of the Board of Directors or by a director in his capacity as such, shall be valid even if it turns out afterward that there was some defect in the election of the directors, or that all or any one of them were legally unqualified, as if each of them were duly elected and had all the necessary qualifications for being a director, an Alternate Director, or a member of said committee, as the case may be.

A notice of a meeting of the Board of Directors to be convened by the Chairman of the Board shall be delivered in writing a reasonable time before the date set for the meeting, unless a majority of the members of the board, due to the urgency of the matter on the agenda of the meeting, agree to the convening of the meeting without notice.

A notice of a Board meeting shall be sent to every director.  If a director has appointed an Alternate Director for himself, the notice shall be sent solely to the Alternate Director (unless the Writ of Appointment by virtue of which the Alternate Director was appointed directs otherwise).  A notice delivered to an Alternate Director shall be deemed a notice delivered to the director who appointed them.

A notice of a meeting of the Board of Directors shall be deemed delivered at the following times: on the second Business Day after the day it is sent by registered mail; on delivery, if delivered by hand; or on the next Business Day after the day it is sent if sent by facsimile or electronic mail;

A notice of a meeting of the Board of Directors shall include reasonable details as required by the law as well as relevant ancillary material.

The Board of Directors shall formulate the policy of the Company, and shall oversee the execution of the functions and actions of the Chief Executive Officer.  The Board of Directors shall have the powers and authority necessary, in the view of the Board, to carry out its functions fully and effectively.

Without derogating from the generality of the provisions of Article 119 above, the Board of Directors may use all powers and authorities, and may take all actions or do any deeds available to it under law or contract or under these Articles or under the Memorandum of Incorporation of the Company.

The Board of Directors may instruct the Chief Executive Officer how to act in respect of a particular matter.

The power of the Board of Directors shall be subject to law, to these Articles, to the Memorandum of Incorporation of the Company and to any regulation promulgated by the Company at the general meeting, to the extent that it does not contradict said provisions or Articles, provided that no such regulation shall annul the legal force of any act done prior thereto by the Board of Directors or pursuant to its decisions which would have been legally valid had said regulation not been promulgated.

For the exercise of the general powers granted to the Board of Directors, and without limiting or constricting to any degree said powers or any one of them, it is hereby declared explicitly that the Board of Directors shall have the following powers:

The Board of Directors may, from time to time, appoint by majority decision one or more individuals (whether or not he is a member of the Board) as Chief Executive Officer of the Company, either for a set period or without limitation in time, and may from time to time (taking into account the terms of any contract between him or them and the Company) release him or them from their office and appoint another individual or other individuals in his or their place.

Subject to any law, the compensation of the Chief Executive Officer shall be determined from time to time (taking into account the terms of any contract between him and the Company) by the Board of Directors, and may be in the form of a fixed salary, a commission on dividends, profits or revenues of the Company or of any other company in which the Company has an interest, or by sharing in such profits, or by one or more of these methods or in any other manner that the Board of Directors deems fit.

The Board of Directors shall determine the compensation of the auditing accountant of the Company for the services rendered by him.

The Company may issue redeemable securities on terms determined by the Board of Directors of the Company (including with characteristics of shares, including voting rights and the right to share in profits).

The Board of Directors may decide on allotment of non-par value shares; in the event that non-par value shares are allotted, only their number shall be noted in the Articles, and the provisions of the Companies Law dealing with the registered or issued capital shall apply, with the necessary changes.

The Board of Directors may, from time to time, form committees, appoint members of such committees from among the Directors and determine, subject to the provisions of any law, the powers of the Board of Directors to be delegated to the Board committees; and may, from time to time, cancel said delegation of powers, in part or in whole, and cancel any of said Board committees.

Every Board committee must, in using its powers, follow the instructions of the Board of Directors.

Subject to Article 127 below, the meetings, decisions and actions of the Board committees shall be conducted and convened according to the provisions of these Articles in respect of convening and conduct of the meetings, decisions and actions of the Board of Directors, with the necessary changes.

Subject to the provisions of any law and notwithstanding the aforesaid in Article 126 above, the Board of Directors may, from time to time, establish procedures and directives in respect of convening and conduct of meetings, decisions and actions of the Board committees.

The Board of Directors shall appoint from among its members an Audit Committee and a Compensation Committee, the composition and functions of which shall be as required under applicable law and, if applicable, the rules of the Exchange and, in the case of the Compensation Committee, as required by Article 83. The quorum for convening a meeting of the Audit Committee or the Compensation Committee shall be a majority of the members of that Committee.

The Chief Executive Officer is responsible for the day-to-day administration of the Company's affairs, in the framework of the policy determined by the Board of Directors and subject to its instructions.

The power of the Chief Executive Officer shall be subject to the provisions of any law, to these Articles, to any regulation promulgated by the Company at the general meeting to the extent it does not contradict said provisions or Articles, and any directive or rule determined by the Board of Directors from time to time, provided that no regulation, directive or rule as aforesaid shall cancel the legal validity of any act taken prior thereto by the Chief Executive Officer or pursuant to his decisions which would have been legally valid had said regulation not been promulgated or had said directive or rule not been determined.

The Company may, from time to time and subject to the provisions of any law:

Enter into a contract for insuring the liability of an Officer, in part or in whole, for an obligation imposed on him as a result of an act or omission performed in his capacity as an Officer, under any circumstances with respect to which the Company may, or will be able to insure an Officer of the Company.

Indemnify an Officer of the Company for a debt or expense imposed on him as a result of an act performed by him in his capacity as an Officer with regard to circumstances with respect to which the Company may, or will be able to indemnify an Officer of the Company.

The Company may indemnify an Officer as specified in Article 131.2 above, either retroactively or undertake to indemnify an Officer in advance.  An undertaking to indemnify an Officer shall be limited to the type of events that the Board of Directors deems that it is possible to expect at the time of granting the undertaking, and to an amount that the Board of Directors determined is reasonable in the circumstances.

The Company may indemnify any person as permitted in Section 56H(b)(1) of the Securities Law.

All of the above provisions shall be limited to the extent permitted by the law, and in no event shall an Officer be entitled to insurance, indemnification or an exemption with regard to events for which the law prohibits the provision of insurance and indemnification.

The above provisions neither intend, nor shall they be construed, to limit the Company in any manner whatsoever in respect of its entering into a contract of insurance, exemption or indemnity with respect to those who are not Officers in the Company, including employees, shareholders, contractors or advisors of the Company who are not Officers therein to the extent permitted by law.

Every signature in the name of the Company shall be effected by the person authorized to do so under law, according to these Articles or according to a decision of the Board of Directors, and shall be accompanied by the Company seal or a seal in the name of the Company.

The Board of Directors shall see to it that minutes are properly recorded in books prepared for this purpose, regarding:

The names of the members of the Board of Directors present at any meeting of the Board of Directors and at every meeting of a Board Committee (including in every decision of the Board of Directors or any of its committees which was taken without actually convening).

The proceedings at the general meetings, Board of Directors' meetings and Board Committee meetings, including resolutions taken without actually convening.

The results of votes taken at any meeting and resolutions adopted at such meetings.

All such minutes of a meeting of the Board of Directors or of any of its committees, or of the general meeting of the Company, which purports to be signed by the Chairman of the meeting or by the chairman of the subsequent meeting, shall be prima facie evidence of its contents.

The Company shall preserve the minutes mentioned in this chapter as required by law.

The Company shall keep books and records as required by any law.

The Company shall keep books and shall prepare financial reports in accordance with the applicable law.

At least once a year the financial reports of the Company shall be audited by an auditing accountant or accountants who will render their opinion thereon.

The Company shall appoint at an annual meeting an auditing accountant or accountants who will serve until the next annual meeting; however, the annual meeting may appoint an auditing accountant for a longer period, which shall not exceed three years.

The compensation of the auditing accountant for the audit shall be determined by the Board of Directors or by the Audit Committee, if it is so authorized by the Board of Directors.

Subject to the provisions of the law and these Articles, the Board of Directors may, at any time, set aside from surplus accounts amounts as it deems fit, as a reserve fund for distribution of dividends, for distribution of bonus shares, for purchase of securities in the Company or for any other purpose which it deems fit.  In addition, the Board of Directors may direct the manner of administration and use of the amounts in any fund or part thereof, including use of the amount of the fund or part thereof in the Company's business, without having to maintain them separately from the other assets of the Company.

The Board of Directors may transfer, from time to time, sums set aside to a reserve fund as aforesaid to the surplus account.

The Board of Directors may, from time to time, subject to the provisions of any law and these Articles, change the intended use of the amounts in any capital fund of whatever sort or the manner of its administration, or may split or consolidate capital funds, or may transfer the amount of any capital fund to the surplus account or to any other account on the Company's books.  Notwithstanding the aforesaid, the Board of Directors may not transfer an amount from a share premium account except to share capital of the Company or for the purpose of reducing capital.

Every share shall grant its owner the right to receive dividends and bonus shares, if and when they are distributed, in proportion to the paid up par value of the shares, or that which is deemed paid up.

A decision of distribution (as defined in the Companies Law) shall be taken by the Board of Directors.  However, the Board of Directors, at its discretion, may transfer the decision in this matter to the general meeting.

The Board of Directors may, from time to time, transfer to owners of securities issued by the Company which may be converted to or realized in the form of shares in the Company, bonus shares or dividends which the Company distributed during the period from the date of issue of said securities until the date of realization or conversion to shares in the Company.

For the execution of any decision regarding distribution of a divided or bonus shares or acquisition of securities in the Company, the Board of Directors may:

Resolve as it best sees fit any difficulty that may arise in connection with such distribution and take all steps which it deems proper to overcome such difficulty.

Issue certificates for share fractions or to decide that shares in the Company which entitle their owners to share fractions at a rate lower than that determined by the Board of Directors shall not entitle their owners in respect of said distribution, or sell share fractions and pay the net price (after deducting expenses of sale and any tax on the sale) to those entitled to them.

Make any other arrangements that will be necessary in the view of the Board of Directors to enable the distribution or to make it more efficient.

The Board of Directors may appoint trustees for shareholders who, during a period as determined by the Board of Directors, did not apply to the Company to receive dividends, bonus shares or any other right (as detailed in Articles 145 to 148 above (hereinafter: "Bonus") which the Company issued or distributed to its shareholders in their capacity as such. Every action taken by said trustees, and any contract between the Board of Directors and the trustees, shall be valid and shall bind the shareholders for whom the trustees were appointed.

Said trustees shall be appointed for the purpose of realizing, collecting and receiving a Bonus, but may not transfer the Bonus or part thereof or grant any rights in the Bonus or use it, an may not vote any securities in the Company which were included in the Bonus.

The trustees shall transfer the Bonus, including any earnings thereon and after deduction of their fees as determined by the Board of Directors, to the shareholders entitled to the Bonus as promptly as possible after receiving the shareholder's first written demand, subject to verification of the identity of the shareholder and all terms of the Bonus to which he is entitled in accordance with procedures determined by the Board of Directors.  The relevant provisions of these Articles with regard to transfer of rights, shall apply to transfer of the Bonus, with the necessary changes.

The Board of Directors may determine from time to time the manner of payment of dividends or distribution of bonus shares, and related arrangements, with respect to the various classes of shareholders.  Without derogating from the generality of the aforesaid, the Board of Directors may pay any dividends or moneys for shares by sending a check by registered mail, and if the bonus, in part or in whole, is an asset or right, by sending by registered mail any document attesting to or creating said right, to the address of the shareholder as listed in the Register. Every said posting of a check or document shall be done at the risk of the shareholder.

The Board of Directors may withhold any dividend, bonus, rights or amounts to be paid for shares in respect of which the Company has a Lien, and may use the proceeds of realization to discharge the debts in respect of which the Company has such Lien.

The Board of Directors may decide that the bonus shares shall be of the same class of shares held by the shareholders, participating in the distribution of bonus shares, or of a different class of shares regardless held by the aforesaid shareholders or a combination of the two classes.

A transfer of shares shall not grant the transferee the right to a dividend or to any other distribution announced after said transfer but before registration of the transfer in the Register, provided that if the transfer of shares requires approval by the Board of Directors, the date of approval shall come in place of the date of registration of the transfer in the Register.

In the case of a dividend the payment of which was not demanded within seven years from the date of the decision to distribute it, the person entitled to it shall be deemed to have waived it and it shall revert to the ownership of the Company.

The Board of Directors may deduct from any dividend, grant or other moneys to be paid to a shareholder (including to a person who is one of several joint owners of a share), any amounts owing from said shareholder which he must discharge (either by himself or jointly with another person) to the Company on account of payment demands or for any other debt which the shareholder owes to the Company in his capacity as shareholder.

To the extent that several persons are registered as joint owners of a share, each of them may give the Company a valid receipt for any dividend, bonus shares paid or transferred in respect of the share or for any amount that the Company pays for acquiring the share, or for any other moneys or beneficial rights given in relation to or by virtue of said share.

Subject to the provisions of the Companies Ordinance, the Companies Law and these Articles, including for the avoidance of doubt, Article 167, the general meeting may take a decision in respect of the winding up of the Company, provided that said decision is taken by the majority required by law or, absent a requirement by law, by a majority required to take decisions under these Articles.  All of the procedures with regard to winding up shall be taken in accordance with the Companies Ordinance,  the Companies Law and the provisions of this Articles as applicable, including for the avoidance of doubt, Article 168.

Subject to the provisions of these Articles, including for the avoidance of doubt, Articles 167 and 168, a merger of the Company shall be carried out in accordance with the provisions of any applicable law.

Dividends.

Each Holder, in preference and priority to the holders of all Junior Securities, shall be entitled to receive, with respect to each Series A Preferred Share then outstanding and held by such Holder, out of funds legally available therefor and otherwise in accordance with applicable law, cumulative dividends at a variable annual rate (as a percentage of the Stated Value), determined as of the beginning of each calendar quarter, equal to the Dividend Rate (the "Series A Preferred Dividends"), accruing on a daily basis and compounding quarterly, and payable by the Company quarterly, in arrears, with payments commencing on December 31, 2016 and thereafter on each March 31, June 30, September 30 and December 31 (each, a "Dividend Payment Date"), except if such day is not a Trading Day, in which case such dividend shall be payable on the next succeeding Trading Day.  Dividends on the Series A Preferred Shares shall be calculated on the basis of a 360-day year, shall accrue daily commencing on the Original Issue Date of the applicable Series A Preferred Shares until the date when such shares are no longer outstanding, and shall be deemed to accrue with respect to such shares from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends.

The Company shall pay the Series A Preferred Dividends on each Dividend Payment Date to the Holders in cash by wire transfer of immediately available funds.  Alternatively and in lieu of payment of the Series A Preferred Dividends in cash, the Company may issue the Holders additional Series A Preferred Shares ("Elected Bonus Shares"), without consideration (and capitalizing the nominal value of the Elected Bonus Shares in accordance with Section 304 of the Companies Law), in accordance with this Article 161.2, which Elected Bonus Shares shall be considered bonus shares ("menayot hatava"), as defined in the Companies Law, payable only to the Holders and to have an Elected Bonus Share Conversion Price as determined in accordance with this Article 161.2.   The Company shall notify the Holders, in writing (a "Dividend Election Notice"), at least ten (10) NY Business Days prior to the applicable Dividend Payment Date whether the Series A Preferred Dividends due and owing on such Dividend Payment Date will be made in cash or whether the Company will issue Elected Bonus Shares and, if the Company does not timely provide a Dividend Election Notice, the Company shall be deemed to have elected to pay such applicable dividend payment in cash; provided, however, if the Company has not made a Dividend Election Notice and is precluded from paying on such Dividend Payment Date any Series A Dividends in cash, the Company shall issue Elected Bonus Shares to the Holders in respect of such Dividend Payment Date in accordance with this Article 161.2.  If the Company timely delivers a Dividend Election Notice to pay the Series A Preferred Dividends in Elected Bonus Shares on a Dividend Payment Date, the Company shall deliver to each Holder, within five (5) NY Business Days following such Dividend Payment Date, a number of Elected Bonus Shares equal to (A) the aggregate Series A Preferred Dividends payable to such Holder on such Dividend Payment Date divided by (B) the Stated Value (and rounded up to the nearest whole share).  The Elected Bonus Shares issuable to a Holder on a Dividend Payment Date shall have a Conversion Price equal to the arithmetic average of the VWAP of the Ordinary Shares for each of the twenty (20) consecutive Trading Days ending on the Dividend Payment Date (the conversion price applicable to such Elected Bonus Shares, the "Elected Bonus Share Conversion Price").  For the avoidance of doubt, (i) on a Dividend Payment Date, the Company shall be obligated to, and shall, pay the Series A Preferred Dividends either in cash or in Elected Bonus Shares and (ii) there will be multiple Elected Bonus Share Conversion Prices, with each Dividend Payment Date in which Elected Bonus Shares are issued having its own Elected Bonus Share Conversion Price as determined in accordance with this 161.2.

So long as any Series A Preferred Shares are outstanding, the Company shall not pay or declare any dividend (whether in cash or property), or make any other distribution on the Ordinary Shares or any other securities of the Company, until all accrued and unpaid dividends on the Series A Preferred Shares, and all other amounts due and owing in respect of the Series A Preferred Shares, have been paid, in full.  The foregoing does not limit, modify or abrogate the obligation of the Company to obtain the consent of Hale to pay any dividend, or make any distribution, in respect of any Junior Securities as required by Article 167 or Section 8.11 of the Purchase Agreement.

The Company shall not be required to issue or cause to be issued fractional Series A Preferred Shares in connection with the issuance of dividends in Elected Bonus Shares.  If any fraction of a Series A Preferred Share would, except for the provisions of this Article 161.4, be issuable upon the issuance of Elected Bonus Shares, the number of Series A Preferred Shares to be issued will be rounded up to the nearest whole share.

Dividends payable to, or Elected Bonus Shares issuable to, each Holder shall be paid or issued in the same form as to any other Holder.

The Company covenants that it shall, at all times, maintain sufficient share premium or other sources in its share capital to be able to issue the Elected Bonus Shares on each Dividend Payment Date.

Registration of Issuance and Ownership of Series A Preferred Shares.  The Company shall register the issuance and ownership of shares of the Series A Preferred Shares, upon records to be maintained by the Company for that purpose (the "Series A Preferred Shares Register"), in the name of the record Holders thereof from time to time.  The Company may deem and treat the registered Holder as the absolute owner thereof for the purpose of any distribution to such Holder, and for all other purposes, absent actual notice to the contrary.

Registration of Transfers.  The Company shall register the transfer of any Series A Preferred Shares in the Series A Preferred Shares Register, upon surrender of certificates evidencing such shares to the Company at its address specified herein.  Upon any such registration or transfer, a new certificate evidencing the Series A Preferred Shares so transferred shall be issued to the transferee and a new certificate evidencing the remaining portion of the shares not so transferred, if any, shall be issued to the transferring Holder.

Conversion Rights.

Optional Conversion.  At the option of any Holder, any Series A Preferred Shares held by such Holder may be converted into such number of Ordinary Shares in accordance with Article 165.5.  A Holder may convert Series A Preferred Shares into Ordinary Shares pursuant to these Articles at any time, and from time to time, after the Original Issue Date for the applicable Series A Preferred Shares, by delivering to the Company a conversion notice (the "Optional Conversion Notice"), in the form attached hereto on Annex A, properly completed and duly executed, and the date any such Optional Conversion Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Optional Conversion Date."

Mandatory Conversion. If (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250% greater than the Conversion Price (solely in respect of the Initial Series A Preferred Shares) or the applicable Elected Bonus Share Conversion Price (solely in respect of the applicable Elected Bonus Shares)(in each case, subject to appropriate adjustments for any bonus shares, share split, share combination, reclassification or similar transaction in respect of the Ordinary Shares) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion) (the "Mandatory Conversion Measuring Period") and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, to require the Holders to convert (a "Mandatory Conversion") a portion of their outstanding Series A Preferred Shares (solely in respect of the applicable Series A Preferred Shares for which the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Article 164.2 has been satisfied), up to their entirety, into Ordinary Shares by delivering an irrevocable written notice of such election to the Holder (the "Mandatory Conversion Notice").  For purposes of example only, if the Conversion Price in respect of the Initial Series A Preferred Shares is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in clause (i) of the first sentence of this Article 164.2 to be satisfied with respect to the Initial Series A Preferred Shares.  The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price (solely in respect of the Initial Series A Preferred Shares) or the applicable Elected Bonus Share Conversion Price (solely in respect of the applicable Elected Bonus Shares); provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice).  The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate number of Series A Preferred Shares to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Article 164.4 hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Ordinary Shares to be issued to the holder upon such Mandatory Conversion (taking into account the limitations set forth in Article 164.4 hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion Conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Article 164.2) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Conversion Notice.  The aggregate number of Series A Preferred Shares convertible as provided in this Article 164.2 shall be limited (y) to a number of Ordinary Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Article 164.4.  The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the "Conversion Date" for such Mandatory Conversion.  On the Conversion Date, and as a condition to the Company's right to effect the Mandatory Conversion, the Company shall deliver to the holder a certificate (the "Certificate") signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Article 164.2and the Equity Conditions have been satisfied (collectively, the "Mandatory Conversion Conditions"), (2) the aggregate number of Series A Preferred Shares to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Article 164.4 hereof and the Volume Limit); and (3) the number of Ordinary Shares to be issued to the Holders (taking into account the limitations set forth in Article 164.4 hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a "Mandatory Conversion Conditions Failure") on the Conversion Date, the Certificate shall instead state, unless a Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure.  If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one NY Business Day thereafter, deliver to the Holder a notice of such failure and provide that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Article 164.2.  Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days.  If a Holder delivers any Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the number of Series A Preferred Shares converted by the Holder as part of such Conversion Notice shall reduce the number of Series A Preferred Shares to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice.

Pro Rata Mandatory Conversion Requirement.  If the Company elects to cause a conversion of any Series A Preferred Shares pursuant to Article 164.2, then it must simultaneously take the same action in the same proportion with respect to all Holders of Series A Preferred Shares, subject, however, to the limitations set forth in Article 164.4.  If the Company elects a Mandatory Conversion pursuant to Article 164.2 with respect to less than all of the Series A Preferred Shares then outstanding, then, subject to the limitations in respect of any Holder pursuant to Article 164.4, the Company shall require conversion of Series A Preferred Shares from each of the Holders equal to the product of (i) the aggregate Series A Preferred Shares which the Company has elected to cause to be converted pursuant to Article 164.2, multiplied by (ii) such Holder's Pro Rata Portion (such fraction with respect to each such Holder is referred to as its "Mandatory Conversion Allocation Percentage", and such amount with respect to each Holder is referred to as its "Pro Rata Mandatory Conversion Amount").  In the event that the initial holder of any Series A Preferred Shares shall sell or otherwise transfer any of such Holder's Series A Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder's Mandatory Conversion Allocation Percentage and the Pro Rata Mandatory Conversion Amount.

Certain Conversion Restrictions.  Notwithstanding anything herein to the contrary, in no event shall a Holder be entitled (or obligated) to convert any portion of the Series A Preferred Shares so held by such Holder in excess of that portion upon conversion of which the sum of (1) the number of Ordinary Shares beneficially owned by such Holder and its Affiliates (other than Ordinary Shares which may be deemed beneficially owned through ownership of the unconverted Series A Preferred Shares or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein) and (2) the number of Ordinary Shares issuable upon the conversion of that portion of the Series A Preferred Shares with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Holder and its Affiliates of more than 9.99% of the then outstanding Ordinary Shares.  For purposes of this Article 164.4, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder.

Selection of Conversion Shares.  In connection with any conversion of Series A Preferred Shares into Ordinary Shares in accordance with Article 164.1, the Holder shall be entitled to select the specific Series A Preferred Shares (whether Initial Series A Preferred Shares or Elected Bonus Shares) to be converted  into Ordinary Shares.

Certain Adjustments.

Conversion Price.  The conversion price for the Initial Series A Preferred Shares shall initially be $[____]2 (the "Conversion Price"). The Elected Bonus Share Conversion Price in respect of any Elected Bonus Shares shall be determined in accordance with Article 161.2.  The Conversion Price and the applicable Elected Bonus Share Conversion Price shall be adjusted from time to time in accordance with Articles 165.2 and 165165.3.3.  All references to the Conversion Price and the applicable Elected Bonus Share Conversion Price herein shall mean the Conversion Price  and the applicable Elected Bonus Share Conversion Price as so adjusted.

Bonus Shares and Splits.  If the Company, at any time while the Series A Preferred Shares are outstanding, (i) issued bonus shares with regard to its Ordinary Shares or otherwise makes a distribution on any class of the Company's share capital that is payable in Ordinary Shares, (ii) subdivides outstanding Ordinary Shares into a larger number of shares, or (iii) combines the outstanding Ordinary Shares into a smaller number of shares, then in each such case the Conversion Price and the applicable Elected Bonus Share Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event.  Any adjustment made pursuant to clause (i) of this Article 165.2 shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this Article 165.2 shall become effective immediately after the effective date of such subdivision or combination.

Adjustment for Reclassification, Exchange, Substitution, Reorganization, Merger or Consolidation.  If at any time or from time to time on or after the Original Issue Date the Ordinary Shares issuable upon conversion of the Series A Preferred Shares are changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, merger, consolidation or otherwise (other than a subdivision or combination of shares provided for in Article 165.2 or a Fundamental Change), in any such event each Holder shall then have the right to convert Series A Preferred Shares into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification, merger, consolidation or other change by holders of the maximum number of Ordinary Shares into which such Series A Preferred Shares could have been converted immediately prior to such recapitalization, reclassification, merger, consolidation or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Article 165 with respect to the rights of the Holders of Series A Preferred Shares after the capital reorganization to the end that the provisions of this Article 165 (including adjustment of the Conversion Price or applicable Elected Bonus Share Conversion Price then in effect and the number of shares issuable upon conversion of the Series A Preferred Shares) shall be applicable after that event and be as nearly equivalent as practicable.

Pro Rata Distributions.  If the Company, at any time while the Series A Preferred Shares are outstanding, distributes to all holders of Ordinary Shares (i) evidences of its Indebtedness, (ii) any security (other than a distribution of Ordinary Shares described in  Article 165.2), (iii) rights or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, "Distributed Property"), then the Company shall deliver to each Holder (on the effective date of such distribution), the Distributed Property that the Holder would have been entitled to receive in respect of the Underlying Shares for which its Series A Preferred Shares could have been converted immediately prior to the date on which holders of Ordinary Shares became entitled to receive such Distributed Property (without giving effect to any limitation on conversion in Article 164.3 and 164.4).

Mechanics of Conversion.

The number of Ordinary Shares issuable upon any conversion of Series A Preferred Shares hereunder shall equal the quotient of (x) the product of (A) the Stated Value multiplied by, (B) the number of Series A Preferred Shares to be converted, divided by, (y) the Conversion Price in respect of any conversion of the Initial Series A Preferred Shares or the applicable Elected Bonus Share Conversion Price in respect of any conversion of the Elected Bonus Shares, on the applicable Conversion Date.  The Company shall pay each Holder of Series A Preferred Shares being converted the amount of any accrued but unpaid dividends on such Series A Preferred Shares held by such Holder and being converted through the Conversion Date in cash in United States Dollars.

Upon conversion of any Series A Preferred Shares, the Company shall promptly (but in no event later than three (3) Trading Days after the Optional Conversion Date or Conversion Date applicable to such Mandatory Conversion, as applicable) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion (or cause to be credited such Underlying Shares to the Holder or its designee's balance account with The Depository Trust Corporation ("DTC")  through its Deposit Withdrawal Agent Commission System).  The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become the holder of record of such Underlying Shares as of the Conversion Date.  Notwithstanding the foregoing, the Company shall use its reasonable best efforts to deliver the Underlying Shares electronically through the DTC.

The Holder shall not be required to deliver the original certificate(s) evidencing the Series A Preferred Shares being converted in order to effect a conversion of such Series A Preferred Shares hereunder.  Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original certificate(s) and issuance of a new certificate evidencing the remaining Series A Preferred Shares; provided that the cancellation of the original certificate(s) shall not be deemed effective until a certificate for such Underlying Shares is delivered to the Holder, or the Holder or its designee receives a credit for such Underlying Shares to its balance account with DTC through its Deposit Withdrawal Agent Commission System.  Upon surrender of a certificate following one or more partial conversions, the Company shall promptly deliver to the Holder a new certificate representing the remaining Series A Preferred Shares.

The Holder shall surrender to the Company or its transfer agent the original certificate(s) (if any) held by such Holder evidencing the Series A Preferred Shares being converted within thirty (30) days after the conversion, provided, that the Holder's failure to so deliver the original certificate(s) shall not affect the validity of such conversion or any of the Company's obligations under these Articles.

The Company's obligations to issue and deliver Underlying Shares upon conversion of Series A Preferred Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent by the Holder with respect to any provision of these Articles (other than a written waiver or written consent with respect to the Company's obligation to issue and deliver the particular Underlying Shares at issue), the recovery of any judgment against any Person or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares (other than such limitations contemplated by these Articles).

If by the fifth (5th) Trading Day after a Conversion Date, the Company fails to deliver or cause to be delivered to the Holder such Underlying Shares in such amounts and in the manner required pursuant to this Article, then the Holder will have the right to rescind such conversion.

If by the third (3rd) Trading Day after a Conversion Date the Company fails to deliver or cause to be delivered to the Holder such Underlying Shares in such amounts and in the manner required pursuant to Article 165.5 and if after such third (3rd) Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall, at the option of the Holder (in its sole discretion), either (i) pay cash to the Holder (in addition to any other remedies available to or elected by the Holder) in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Ordinary Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Ordinary Shares, times (B) the Closing Price on the date of the event giving rise to the Company's obligation to deliver such certificate.

Certificate of Adjustment.  In each case of an adjustment or readjustment of the Conversion Price or any applicable Elected Bonus Share Conversion Price for the number of Ordinary Shares or other securities issuable upon conversion of the Series A Preferred Shares, if the Series A Preferred Shares are then convertible pursuant to this Article 165, the Company, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and shall, upon request, prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each Holder so requesting at such Holder's address as shown in the Company's books.  Failure to request or provide such notice shall have no effect on any such adjustment.

Notices of Record Date.  Upon any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to (i) receive any dividend, distribution or other right, or (ii) vote upon any Liquidation Event or Fundamental Change, the Company shall mail to each Holder at least ten (10) days prior to (x) the record date, if any, specified therein; or (y) if no record date is specified, the date upon which such action is to take effect (provided that such information shall be provided as soon as reasonably practicable in the event that such information is not required to be delivered by the Company to the public prior to or as of such 10-day period) a notice specifying (A) the date on which any such record is to be taken for the purpose of such notice of meeting and a description of the matters to be acted on at such meeting, (B) the date on which any such record is to be taken for the purpose of such notice or dividend or distribution and a description of such dividend or distribution, (C) the date on which any such Liquidation Event is expected to become effective, and (D) in the case of a Fundamental Change, a notice signed by an officer of the Company setting forth the consideration to be received by the Holders from the purchaser or to be distributed to the Holders by the Company, as applicable, on a per share basis (i) without conversion of the Series A Preferred Shares into Ordinary Shares and (ii) assuming conversion of all Series A Preferred Shares into Ordinary Shares.

Fractional Shares.  The Company shall not be required to issue or cause to be issued fractional Ordinary Shares on conversion of Series A Preferred Shares.  If any fraction of a Ordinary Shares would, except for the provisions of this Article, be issuable upon conversion of Series A Preferred Shares, the number of Ordinary Shares to be issued will be rounded down to the nearest whole share, and the Company shall, in lieu of issuing any fractional share, pay an amount of cash equal to the product of such fraction multiplied by the Conversion Price (in the case of the conversion of the Initial Series A Preferred Shares) or the applicable Elected Bonus Share Conversion Price (in the case of the conversion of Elected Bonus Shares) on the date of conversion (each such payment in cash, the "Fractional Cash Payment").

Restrictions.  Notwithstanding anything else set forth in this Article 165 to the contrary, the Company shall not be required to pay any Fractional Cash Payments pursuant to Article 165.11 to any Holder if the payment of such Fractional Cash Payments would cause the Company to violate any applicable law or regulation or order. The Company shall pay any Fractional Cash Payments owed by it but that it did not pay pursuant to the immediately preceding sentence on the date that is on or before the day that is five (5) days after the Company is first able to pay such Fractional Cash Payments without violating any applicable law or regulation or order.

Redemption Rights.

A Holder may require, in its sole discretion, that twenty percent (20%) of the proceeds (net of fees) attributable to the incurrence of any Indebtedness or issuance of Equity Interests by the Company or any Subsidiary in excess of Five Million Dollars ($5,000,000) (twenty percent (20%) of such proceeds in excess of Five Million Dollars ($5,000,000) is referred to as, the "Available Excess Proceeds") be used to redeem Series A Preferred Shares (or the portion thereof being redeemed) at a per share purchase price, payable in cash in United States Dollars, equal to one hundred percent (100%) of the Stated Value of such Series A Preferred Share, plus all declared but unpaid dividends in respect of such Series A Preferred Share and all accrued but unpaid dividends in respect of such Series A Preferred Share (and any unpaid dividends on any such accrued but unpaid dividends) through the date of payment, plus any amounts due and payable in respect of such Series A Preferred Share pursuant to Article 170 through the date of payment (the "Optional Redemption Price").  For the avoidance of doubt, this Article 166.1 shall not limit, modify, negate or abrogate the Company's obligation to obtain the consent of Hale for any of the matters set forth in Article 167(II) or Section 8.11 of the Purchase Agreement.

At any time or times following the earlier to occur of (y) the occurrence of an Event of Default or (z) December 5, 2020, the Holder shall have the right, in its sole discretion, to require the Company to redeem all or any portion of the outstanding Series A Preferred Shares held by such Holder at a per Series A Preferred Share redemption price equal to the Optional Redemption Price, subject to any higher redemption price in connection with any redemption obligation under Article 166.3.  The Holder may exercise its redemption right in accordance with this Article 166.2 by providing written notice of such redemption to the Company (the "Optional Redemption Notice"), which Optional Redemption Notice shall specify the number of Series A Preferred Shares to be redeemed by the Company.  The Company shall pay the Optional Redemption Price to the Holder in respect of the Series A Preferred Shares to be redeemed (as set forth in the Optional Redemption Notice), in cash in United States Dollars, no later than the third (3rd) Trading Day following the date of delivery of the Optional Redemption Notice, and upon receipt of the Optional Redemption Price (or such higher redemption price in connection with any redemption obligation under Article 166.3 of these Articles) the Holder shall deliver any share certificate evidencing the Series A Preferred Shares so redeemed to the Company.  For the avoidance of doubt, if a Fundamental Change is entered into or announced after a Holder's delivery of the Optional Redemption Notice but prior to the payment of the Optional Redemption Price, such Holder shall be entitled to receive, in respect of such redemption, the Fundamental Change Redemption Price.

Fundamental Changes.  Each Holder shall have the right, in its sole discretion, to require the Company to redeem the Series A Preferred Shares held by such Holder in connection with a Fundamental Change for a per share redemption price, payable in cash in United States Dollars, equal to the Fundamental Change Redemption Price.  The Holder may exercise its right to require the redemption of the Series A Preferred Shares by delivery of written notice to the Company prior to the later to occur of (y) the tenth (10) day following such Holder's receipt of the Fundamental Change Notice and (z) the consummation of the Fundamental Change.

If the funds of the Company legally available to redeem Series A Preferred Shares in accordance with this Article 166 are insufficient to redeem the total number of such Series A Preferred Shares required to be redeemed on such redemption date or the Company is otherwise prohibited from redeeming the total number of such Series A Preferred Shares, the Company shall (i) take any action necessary or appropriate, to the extent permissible under applicable law and reasonably within its control (excluding actions to procure or require agreement of third party creditors (which, for the avoidance of doubt, does not include the Holders) to reduction, rescheduling or other arrangements with regard to amounts owing them), to remove promptly any impediments to its ability to redeem the total number of Series A Preferred Shares required to be so redeemed, including to the extent permissible under applicable law, reducing the stated capital of the Company or causing a revaluation of the assets of the Company to create sufficient surplus to make such redemption, (ii) in any event, use any funds legally available to redeem the maximum possible number of such shares from the Holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full and (iii) to the extent required by Article 166.6 below, pursue a sale of the Company.

If any Series A Preferred Shares are not redeemed for any reason when required pursuant to this Article 166 (a "Redemption Default"), all such unredeemed shares shall remain outstanding and entitled to all the rights and preferences provided herein (and dividends shall continue to accrue on such unredeemed shares), and the Company shall pay interest on the Optional Redemption Price or Fundamental Change Redemption Price, as applicable, and any dividends accruing after the redemption date with respect to such unredeemed shares in accordance with Article 170.  The Holders shall have the right to rescind any redemption notice prior to receipt of payment, in full, of the applicable redemption price.

From and after the occurrence of a Redemption Default, the Company shall, upon the written request of Hale (a "Sale Notice"), pursue a sale of the Company.  The Company shall have a period of twelve (12) months from receipt of the Sale Notice to prepare the Company for sale, including interviewing investment banks and engaging an investment bank (which investment bank shall be appointed by the Company and shall be an investment bank of national standing with substantial experience in the Company's line of business and which investment bank shall be subject to Hale's reasonable approval (the investment bank so engaged is referred to herein as, the "Investment Bank")),  ensuring the Company's books and records are in an orderly fashion, setting up a data room of all requisite diligence materials and preparing a confidential information memorandum (together with the Investment Bank).  The Investment Bank shall assist and advise the Company in initiating, conducting and directing the sale process for the sale of the Company.  The Company shall, no later than the one (1) year anniversary of the Sale Notice, launch the sale process of the Company and shall seek, in good faith, to consummate a sale of the Company pursuant to such sale process as promptly as possible thereafter (but in no event later than nine (9) months following the launch of the sale process, subject to the Company receiving at least one (1) bona fide third party offer).  The Investment Bank shall report to management of the Company and shall keep Hale advised on a current basis of all material developments and shall, at all times, be available to Hale and answer any of Hale's questions regarding the sale process and its status.  The Investment Bank shall be retained until such time as a sale of the Company has been consummated, unless Hale agrees, in writing, to the termination of the Investment Bank.  The fees and expenses of the Investment Bank shall be paid by the Company and the Company shall indemnify and hold harmless Hale and the other Holders from all fees and expenses of the Investment Bank.  For the avoidance of doubt, the consent rights of Hale and/or the Series A Designee set forth in Article 167 and in the Purchase Agreement shall remain in full force and effect notwithstanding Hale's delivery of the Sale Notice and the engagement of the Investment Bank. The Company shall have the right to cure a Redemption Default at any time prior to the Company's execution of a binding agreement for a sale of the Company upon thirty (30) days' advance written notice to the Holders requesting redemption of the Series A Preferred Shares (the "Redemption Cure Notice").  Each Holder that has requested redemption of the Series A Preferred Shares shall have the right, in such Holder's sole discretion, to rescind such Holder's redemption notice by notifying the Company, in writing, of such rescission (a "Rescission Notice") at any time prior to the end of the thirtieth (30 ^th ) day following such Holder's receipt of the Redemption Cure Notice (the end of such thirtieth (30 ^th ) day, the "Expiration Date") and, in such case, (i) such Holder's Series A Preferred Shares shall not be redeemed pursuant to the Redemption Cure Notice, (ii) such Holder shall continue to have the right, in the future, to request the redemption of its Series A Preferred Shares in accordance with this Article 166 and (iii) the Company may discontinue the sale process, subject to payment, in full, of the redemption price, on the Expiration Date, in respect of those Holders that have requested redemption of their Series A Preferred Shares and did not deliver a Rescission Notice.  The Company shall promptly furnish to the Holders all information in the Company's or any of its representative's possession (including oral information that has been furnished to the Company or its representatives, including the Investment Bank) that is material to a Holder's decision as to whether to rescind such Holder's redemption notice, including all information relating to the source and material terms of any proposed financing to cure the Redemption Default and the status of any proposed sale of the Company (including any indications of interest and third party proposals, whether oral or in writing).  If a Holder that has requested redemption of its Series A Preferred Shares does not deliver a Rescission Notice to the Company prior to the Expiration Date, the Company shall be obligated to pay the full redemption price to such Holder on the Expiration Date and, if the Company defaults on such obligation, the Company shall continue the sale process and thereafter forfeit its right to discontinue the sale process.

From and after the occurrence of a Redemption Default, the Company shall use its commercially reasonable efforts to obtain the waiver of the Voting Undertaking (the "Waivers") by each of (i) the Restricted Parties and (ii) the Voting Undertaking Recipients entitled to a bonus upon the occurrence of an M&A Event with a valuation of at least Ninety Million Dollars ($90,000,000).  If the Company is unable to obtain all of the Waivers and a sale of the Company has not been consummated by the earlier to occur of (y) the twenty-one (21) month anniversary of the Redemption Default and (z) the nine (9) month anniversary of the launch of the sale process set forth in Article 166.6 above (other than as a result of the Company curing such Redemption Default, in full, or the Holders electing to rescind their redemption notices in accordance with Article 166.6 above)(the earlier to occur of (y) and (z), the "Waiver Expiration Date"), then Hale shall be entitled to appoint (and remove and replace) such additional number of directors ("Additional Series A Directors") so that, after giving effect to the appointment of such Additional Series A Directors, a majority of the Board of Directors of the Company consists of the Series A Designee, the Additional Series A Directors and the director (if any) then Affiliated with Trident Capital; provided, however, if there is no director Affiliated with Trident Capital on the Waiver Expiration Date, then a majority of the Board of Directors of the Company shall consist of the Series A Designee, the Additional Series A Directors and a then-existing director specified by Hale (which existing director specified by Hale shall be deemed to be a Hale designee for purposes of the Articles and shall be subject to removal by Hale, in its discretion).  Hale shall discuss the appointment of any Additional Series A Directors with Trident Capital (to the extent Trident Capital then maintains an ownership interest in the Company and has a director Affiliated with Trident Capital serving on the Board of Directors of the Company) and use its good faith efforts to appoint Additional Series A Directors that are reasonably acceptable to Trident Capital (to the extent Trident Capital then maintains an ownership interest in the Company and has a director Affiliated with Trident Capital serving on the Board of Directors of the Company).  The right to appoint the Additional Series A Directors shall continue until such time as the Redemption Default has been cured in accordance with Article 166.6 above or all of the Holders have rescinded their redemption notices in accordance with Article 166.6 above.

Each Holder of Series A Preferred Shares to be redeemed pursuant to this Article 166 shall surrender to the Company the certificate or certificates representing such shares to be redeemed within ten (10) NY Business Days after such Holder's receipt of the applicable redemption price for such redeemed shares and all other amounts due to such Holder pursuant to this Article 166, in the manner and at the place designated by the Company.  In the event less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued to the Holder by the Company representing the unredeemed shares.

Selection of Redemption Shares.  If less than all of the Series A Preferred Shares are being redeemed in accordance with this Article 166, the Holder shall be entitled to select the specific Series A Preferred Shares (whether Initial Series A Preferred Shares or Elected Bonus Shares) to be redeemed.

Actions Requiring Consent.

During the Rights Period, the Company shall not (and shall cause each of its respective Subsidiaries not to) take any of the following actions without the approval of the Board of Directors of the Company (including the Series A Designee):

consummate or be subject to the occurrence of a Fundamental  Change;

consummate any material acquisition of assets or Equity Interests of any Person for consideration, whether in cash or in kind, if (y) the total value of the consideration payable by the Company and/or any Subsidiary exceeds twenty five percent (25%) of the TM Revenues or (z) the consideration consists of Equity Interests and would result in the issuance of more than twenty percent (20%) of the outstanding Common Shares (assuming the conversion or exercise of the Equity Interests issued in connection with such acquisition of assets or Equity Interests) (for the avoidance of doubt, the approval thresholds set forth in this Article 167(I)(b) shall not limit, modify, negate or abrogate the approval rights of Hale set forth in Article 167(II) (including Article 167.5) or the Purchase Agreement; or

consummate any sale, disposition, exclusive license or transfer, directly or indirectly, of any (i) Equity Interests of any Subsidiary or (ii) material assets or property of the Company or any Subsidiary for consideration, whether in cash or in kind, exceeding twenty percent (25%) of the TM Revenues.

During the Rights Period, without the prior written consent of Hale, the Company shall not (and shall cause each of its respective Subsidiaries not to):

take or omit to be taken any action, or permit any of its Affiliates to take or to omit to take any action, which, at the time that such action is taken or omitted to be taken, would reasonably be expected, by the Company acting prudently, to result in a Material Adverse Effect;

amend, alter or modify its or any of its Subsidiaries' Organizational Documents in a manner that adversely affects the rights of Hale under these Articles or any of the other Transaction Documents;

liquidate, dissolve or wind up the Company or any Subsidiary;

make any loans to its directors, officers or shareholders (other than the extension of commercial trade credit in connection with the sale of inventory in the ordinary course of business);

issue (A) Ordinary Shares at a purchase price less than the Conversion Price or issue any Ordinary Share Equivalents with a conversion price, exercise price, exchange rate or other price less than the Conversion Price, other than options, restricted shares or restricted share units issued under the Company Option Plan (as defined in the Purchase Agreement) in accordance with Section 8.13 of the Purchase Agreement (B) any Ordinary Shares or Ordinary Share Equivalents to the extent the effective purchase price, conversion price, exercise price or exchange rate or the number of underlying shares floats or resets or otherwise varies or is subject to adjustment (directly or indirectly) based on market prices of the Ordinary Shares or the occurrence of specified or contingent events directly or indirectly related to the business of the Company, unless the minimum purchase price, conversion price, exercise price or exchange rate is, at all times, subject to a floor that is at least equal to, and based on the entire black scholes value is not below, the Conversion Price, (C) any warrants or other Ordinary Share Equivalents that, when valued on a Black Scholes basis, decreases the purchase price for such warrants or other rights below the Conversion Price, (D) any Equity Interests  of the Company (or any securities that are convertible into or exercisable or exchangeable for Equity Interests of the Company) that are senior to or pari passu with the Series A Preferred Shares as to dividend rights, redemption rights, liquidation preference and other rights, or (E) any Indebtedness that is convertible into Ordinary Shares, Ordinary Share Equivalents or any capital stock of the Company.  In addition to the foregoing, any Equity Interests issued by the Company or any Subsidiary shall consist solely of Ordinary Shares and Ordinary Share Equivalents (excluding convertible Indebtedness);

(i) create, incur, assume or suffer to exist any Indebtedness for borrowed money of any kind (including becoming liable as a guarantor thereof), other than Permitted Indebtedness,  or (ii) make directly or indirectly any payment in respect of or on account of any Indebtedness for borrowed money other than Permitted Indebtedness;

directly or indirectly, pay any dividends or distributions on, or purchase, redeem (or issue securities (other than the Series A Preferred Shares) that contains a redemption feature) or retire, any Ordinary Shares or other equity interests or any securities convertible into its Ordinary Shares, whether now or hereafter outstanding, or make any payment on account of or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of its Ordinary Shares or other equity interests, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company or any of its Subsidiaries, except for Permitted Restricted Payments;

enter into any transaction with any Affiliates or any of its directors or officers except for (i) transactions among the Company and its direct or indirect wholly-owned Subsidiaries, (ii) transactions existing on the Closing Date and described on Schedule 8.11(II)(h) of the Purchase Agreement (however, any amendment to such transactions shall require the consent of Hale, unless any such amendment is permitted by this Article 167.8 at the time of entry into such amendment), (iii) other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arm's-length transaction with an independent, unrelated third party as determined in good faith by, and approved by, the non-interested members of the Board of Directors (or equivalent governing body) of the Company, (iv) employment and severance arrangements with the officers and directors of the Company and its Subsidiaries in the ordinary course of business and (v) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors and officers of the Company and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Company and its Subsidiaries; provided, that, in the case of clauses (i), (iii), (iv) and (v), (A) any such transaction or transactions do not impair the Company's or any Subsidiary's ability to meet its obligations under the Transaction Documents or the rights of Hale under any of the Transaction Documents and (B) no Event of Default shall have occurred and be continuing;

approve any increase in the number of shares available under the Company Option Plan, amend the Company Option Plan or adopt a new equity incentive plan;

approve any cash incentive or retention plan for its equity officers and/or directors, which cash incentive and/or retention plans shall be subject to Hale's reasonable approval unless required to be approved, and actually approved, by the Company's shareholders

create, incur, assume or suffer to exist, any Lien on any of the Company's or any Subsidiary's respective properties or assets (including income) now owned or hereafter acquired, other than Permitted Liens;

(i) make any change to the Company's or any Subsidiary's accounting practices except in accordance with United States generally accepted accounting principles, (ii) change its fiscal year from December 31st or (iii) make any change in tax reporting treatment (elections of tax status will not be regarded as a change in tax reporting treatment) except as required by law;

File any registration statement with the United States Securities and Exchange Commission (other than on Form S-8 or F-4 or the Registration Statement required to be filed by Section 9 of the Purchase Agreement) until one hundred twenty (120) days after the Effective Date (as defined in the Purchase Agreement);

make any significant change in the nature of its business as described in the Company's most recent annual report filed on Form 20-F with the United States Securities and Exchange Commission (abandoning or adding a specific product line will not be regarded as a significant change).  The Company shall not modify its corporate structure or purpose; or

enter into an agreement to do any of the foregoing.

Liquidation.

Upon the occurrence of any Liquidation Event, the Holders shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Junior Securities by reason of their ownership thereof, an amount per Series A Preferred Share in cash (in United States Dollars) equal to the greater of (y) the sum of (i) one hundred percent (100%) of the Stated Value per Series A Preferred Share , plus (ii) 100% of all declared but unpaid dividends, and all accrued but unpaid dividends on each such Series A Preferred Share held by them (and any unpaid dividends on any such accrued but unpaid dividends), plus (iii) any amounts due and payable in respect of such Series A Preferred Share pursuant to Article 170 and (z) the Fundamental Change Redemption Price, in each case as of the date of such Liquidation Event (the greater of (y) and (z), the "Series A Preferred Share Liquidation Preference").

If, upon the occurrence of a Liquidation Event, the assets and funds distributed among the Holders shall be insufficient to permit the payment to such Holders of the full Series A Preferred Share Liquidation Preference, then (x) the Company shall take any action necessary or appropriate, to the extent permissible under applicable law and reasonably within its control (excluding actions to procure or require agreement of third party creditors (which, for the avoidance of doubt, does not include the Holders) to reduction, rescheduling or other arrangements with regard to amounts owing them), to remove promptly any impediments to its ability to pay the total Series A Preferred Share Liquidation Preference, including to the extent permissible under applicable law, reducing the stated capital of the Company or causing a revaluation of the assets of the Company to create sufficient surplus to make such payment, and (y) the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Holders in proportion to the aggregate Series A Preferred Share Liquidation Preference that would otherwise be payable to each of such Holders with respect to the Series A Preferred Shares.  In the event that the Series A Preferred Share Liquidation Preference is not paid with respect to any Series A Preferred Shares as required to be paid pursuant to this Article 168, all such shares shall remain outstanding and entitled to all the rights and preferences provided herein, and the Company shall pay interest on the Series A Preferred Share Liquidation Preference and any dividends accruing after the date payment thereof is due in accordance with Article 170.   In the event that the Series A Preferred Share Liquidation Preference is not paid with respect to any Series A Preferred Shares as required to be paid pursuant to this Article 170, such Series A Preferred Shares shall remain outstanding and entitled to all the rights and preferences provided herein (for the avoidance of doubt, after taking into account any partial Series A Preferred Share Liquidation Preference payment made in respect of such Series A Preferred Shares), and the Company shall pay interest on the unpaid Series A Preferred Share Liquidation Preference and any dividends accruing in respect thereof after the date payment thereof is due in accordance with Article 170.

To the extent not prohibited by applicable law, upon the occurrence of a Liquidation Event, following completion of the distributions required by Article 168.1(including without limitation the payment in full of the Series A Preferred Share Liquidation Preference), if assets or surplus funds remain in the Company, no further payments shall be due with respect to the Series A Preferred Shares and the holders of the Ordinary Shares and other Junior Securities shall share in all remaining assets of the Company.

The Company shall provide written notice of any Liquidation Event or Fundamental Change specified in clauses (ii), (iii) or (iv) of the defined term Fundamental Change to each record Holder, if practicable, not less than thirty (30) days prior to the payment date or effective date thereof, or, if not practicable to provide prior notice, no less than five (5) NY Business Days prior to the occurrence thereof (the "Fundamental Change Notice").  Unless Hale elects not to treat any Fundamental Change specified in clauses (ii), (iii) or (iv) of the defined term Fundamental Change as a Liquidation Event and thereafter notifies the Company in writing of such election, which written notice must be delivered prior to the effective date of a Fundamental Change (or, if later, within five (5) Trading Days after Hale receive notice of such Fundamental Change from the Company), such Fundamental Change will be treated as a Liquidation Event with respect to all Holders for purposes of this Article 168.  If a Fundamental Change specified in clauses (ii), (iii) or (iv) of the defined term Fundamental Change is treated as a Liquidation Event and, in connection with such Fundamental Change, the Company pays to the Holders the Series A Liquidation Preference, in full, in respect of all of the Series A Preferred Shares, then, following such payment, the Series A Preferred Shares shall cease to be outstanding.

In the event that, immediately prior to the closing of a Fundamental Change specified in clauses (ii), (iii) or (iv)  of the defined term Fundamental Change that is treated as a Liquidation Event, the cash distributions required by Article 168.1 have not been made, the Company shall forthwith either: (i) make payment of such distributions upon or immediately following the closing of such Liquidation Event; (ii) cause such closing to be postponed until such time as such cash distributions have been made; or (iii) cancel such transaction, in which event the rights, preferences and privileges of the Holders shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice by the Company required under Article 168.4.   The foregoing shall also apply to any Liquidation Event that is not tied to a Fundamental Change to the extent not in contravention of Israeli law.

Payment of Taxes.

The Company will pay all documentary, stamp, transfer (but only in respect of the registered Holder thereof), withholding and other similar taxes that may be imposed with respect to the issue or delivery of Ordinary Shares upon conversion of Series A Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which the Series A Preferred Shares so converted were registered.

All dividend payments payable to the Holders, as well as the issuance of Elected Bonus Shares, under these Articles shall be made on a net basis after deducting from such cash dividend payment or the number of Elected Bonus Shares issuable to the Holders in respect of such dividend payment the amount required to be deducted or withheld under applicable law then in effect (a "Required Tax, Deduction or Withholding").  In the case of cash dividends, the Company shall pay to the Holder the cash dividend payment net of any Required Tax, Deduction or Withholding.  In the case of the issuance of Elected Bonus Shares, the Company shall issue to the Holder a number of Elected Bonus Shares with an aggregate Stated Value equal to the aggregate dividend payment net of any Required Tax, Deduction or Withholding.  The Company shall not deduct or withhold any Required Tax, Deduction or Withholding from any accrued dividends unless and until such accrued dividends are actually paid to the Holder.  With respect to any dividend payments made to a Holder and any payment of Elected Bonus Shares to a Holder, the Company:

shall be solely responsible for and shall pay to the relevant authorities the full amount of the Required Tax, Deduction or Withholding, in cash, promptly upon the earlier of determining that the Required Tax, Deduction or Withholding is required or receiving notice that such amount has been assessed against such Holder; and

shall promptly forward to the Holder an official receipt (or a certified copy), or other documentation reasonably acceptable to such Holder evidencing such payment to such authorities.

If any Required Tax, Deduction or Withholding is required in connection with any conversion (whether voluntary or upon a Mandatory Conversion) of the Series A Preferred Shares into Ordinary Shares in accordance with these Articles, then the Company shall be solely responsible for and shall pay to the relevant authorities the full amount of the Required Tax, Deduction or Withholding and shall pay to the Holder such additional amount (the "Gross Up Amount") as is necessary to ensure that the Holder receives the full benefits of such conversion as if no such Required Tax, Deduction or Withholding had been required.

The Company shall cooperate with the Holder to minimize or eliminate any Required Tax, Deduction or Withholding on any dividend payments payable to the Holder under these Articles or in respect of any Elected Bonus Shares issued under these Articles. If any Required Tax, Deduction or Withholding may be avoided by the Holder providing information or documentation to the Company, the Company shall request such information from the Holder and use its commercially reasonable efforts to avoid such Required Tax, Deduction or Withholding, including by the filing of any forms or applications required of it – and assisting the Holder with filing of any forms or applications required of the Holder -- with the Israeli Tax Authority. 

Interest.  If any payment required to be paid pursuant to the terms of these Articles or any of the other Transaction Documents is not paid for any reason when and as due, the Company shall pay interest with respect to such unpaid amounts, at an aggregate rate per annum equal to twelve and one half percent (12.5%), with such interest to accrue daily in arrears and unpaid amounts to be compounded quarterly;  provided that (i) in no event shall such interest exceed the maximum permitted rate of interest under applicable law; (ii) the Company shall make all filings necessary to raise such interest rate to the maximum permitted rate of interest under applicable law and (iii) in the event that fulfillment of any provision hereof results in such rate of interest being in excess of the maximum permitted rate of interest under applicable law, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided that any subsequent increase in the maximum permitted rate of interest under applicable law shall be retroactively effective to such applicable redemption date or payment date to the extent permitted by law.

Reservation of Ordinary Shares.  The Company shall, at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Ordinary Shares, solely for the purpose of enabling it to issue Underlying Shares as required hereunder, the number of Ordinary Shares which are then issuable and deliverable pursuant to these Articles, in each case free from preemptive rights or any other contingent purchase rights of Persons other than the Holders.  All Ordinary Shares so issuable and deliverable shall, upon issuance in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.  If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to issue Underlying Shares as required hereunder, the Company will take such corporate action as may be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.

Actions Prohibited by Law.  To the extent the Company is prohibited by law from taking any action specified in these Articles, the Company shall, upon the request of Hale, in addition to any other requirements of these Articles, take such actions as may be reasonably requested by Hale to implement a valid and enforceable provision that is a reasonable substitute for the prohibited provision in order to give the maximum effect to the intent of the Company and the Holders (the "Amended Provision").  The Company shall take any action necessary or appropriate, to the extent reasonably within its control, to cause these Articles to be amended to include the Amended Provision.

Amendment, Waivers.  Any of the rights of the Holders set forth herein may be amended or waived only by the written consent of Hale, except that each Holder may waive its own rights as provided in these Articles. Where Hale includes more than one entity, the exercise of Hale's rights under these Articles will be by the holders of a majority of the Series A Preferred Shares held by Hale.  No waiver of any default with respect to any provision, condition or requirement of these Articles shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.